AGRO RESOURCES LTD. Corporate Information › bseplus › AnnualReport › 539725 › ...AGRO...

ANNUAL REPORT 2015-2016 1

AGRO RESOURCES LTD.

Corporate InformationCIN - U15142GJ2014PLC080010

BOARD OF DIRECTORS:

Mr. Kanubhai Thakkar Managing Director

Mr. Jayesh Thakkar Jt. Managing Director(w.e.f June 9, 2016)

Mr. Ashutosh Bhambhani Wholetime Director(w.e.f June 9, 2016)

Mr. Keyoor Bakshi Independent Director(w.e.f June 9, 2016)

Mr. Mangharam Kotak Independent Director(w.e.f June 9, 2016)

Ms. Pooja Yadav Independent Director(w.e.f June 9, 2016)

MANAGEMENT TEAM:Mr. Hitesh Thakkar CEOMr. Dipak Thakkar President - EXIMMr. Manish Kella CFO

COMPANY SECRETARY & COMPLIANCE OFFICER:Ms. Chinar Jethwani

STATUTORY AUDITOR:M/s. Surana Maloo & Co.,Chartered Accountants,2nd Floor, Aakashganga Complex,Parimal Under Bridge,Near Suvidha Shopping Center,Paldi, Ahmedabad- 380007

SECRETARIAL AUDITOR:M/s Samdani Shah & AssociatesCompany Secretaries808, Shiromani Complex, Opp. Ocean Park,S. M. Road, Satellite,Ahmedabad- 380015

COST AUDITOR:M/s Priyank Patel & Associates,Cost Accountants02-A, First Floor, Madhav Complex,Nr. R. C. Technical Institute, Ghatlodia,Ahmedabad- 380061

BANKERS:State Bank of IndiaUnion Bank of IndiaPunjab National BankThe Jammu & Kashmir Bank Ltd.Central Bank of IndiaBank of IndiaState Bank of Travancore

BOARD COMMITTEES:

Audit CommitteeMr. Keyoor Bakshi ChairmanMr. Mangharam Kotak MemberMs. Pooja Yadav MemberMr. Jayesh Thakkar Member

Remuneration CommitteeMr. Mangharam Kotak ChairmanMr. Keyoor Bakshi MemberMs. Pooja Yadav MemberMr. Jayesh Thakkar Member

Shareholders Relationship CommitteeMs. Pooja Yadav ChairmanMr. Mangharam Kotak MemberMr. Jayesh Thakkar MemberMs. Chinar Jethwani Investor Relation Officer

REGISTERED OFFICE:B – 402, Shapath Hexa, Nr. Ganesh Meridian,Opp. Gujarat High Court, Sola, Ahmedabad – 380 060

GANDHIDHAM PLANT:Survey No. 76/1/P1, 80, 89, 91Meghpar– Borichi, Galpadar Road,Nr. Sharma Resort,Ta. Anjar, Dist. Kutch– 370 110

REGISTRAR & TRANSFER AGENTSLink Intime India Pvt. LtdC-13, Pannalal Silk Mills Compound, LBSMarg, Bhandup (W). Mumbai -400 078

Ahmedabad Branch:303, Shopper’s Plaza-V, Opp. Municipal MarketC. G. Road, Navrangpura, Ahmedabad-380 009

Gokul Agro Resources Limited2

AGRO RESOURCES LTD.

NOTICE

NOTICE is hereby given that the 2nd Annual General Meeting of theMembers of Gokul Agro Resources Limited will be held on Friday,September 16, 2016 AT 10.00 AM at HOTEL EULOGIA INN, BehindSilver Gardenia Apartments, Opp. Safal Vivan Bungalow, Near GotaBridge, S.G. Highway, Ahmedabad - 382481 to transact the followingBusinesses:

Ordinary Business:

1. To receive, consider and adopt Audited Balance Sheet as atMarch 31, 2016, the Statement of Profit and Loss for the yearended on that date and Reports of the Board of Directors andthe Auditors thereon.

2. To appoint a Director in place of Mr. Kanubhai Thakkar (DIN00315616), who retires by rotation and being eligible offershimself for re-appointment.

3. Ratification for Appointment of Auditors:

To consider and if thought fit, to pass with or withoutmodification(s), the following resolution as an OrdinaryResolution:

“RESOLVED THAT pursuant to the provisions of Section 139 andall other applicable provisions, if any, of the Companies Act,2013 and the Companies (Audit and Auditors) Rules, 2014, asamended from time to time, the Company hereby ratifies theappointment of M/s Surana Maloo & Co., CharteredAccountants, Ahmedabad (Firm Registration No. 112171W) asAuditors of the Company to hold office from the conclusion ofthis Annual General Meeting till the conclusion of the nextAnnual General Meeting to examine and audit the accounts ofthe Company at such remuneration as may be mutually agreedbetween the Board of Directors of the Company and theAuditors.”

Special Business:

4. Appointment of Mr. Jayesh Thakkar (DIN 03050068) as a Jt.Managing Director:

To consider and if thought fit, to pass with or withoutmodification(s), the following resolution as Special Resolution:

“RESOLVED THAT Mr. Jayesh Thakkar (DIN 03050068), who wasappointed as an Additional Director with effect from June 9,2016 on the Board of the Company in terms of Section 161 ofthe Companies Act, 2013 and Article of Association of theCompany and who holds office up to the date of this AnnualGeneral Meeting, and in respect of whom a notice has beenreceived from a member in writing, under Section 160 of theCompanies Act, 2013 along with requisite deposit, proposinghis candidature for the office of a Director, be and is herebyappointed as a Director of the Company.

RESOLVED FURTHER THAT pursuant to the recommendationof the Nomination and Remuneration Committee and pursuantto the provisions of Sections 197, 198 and 203 read withSchedule V and other applicable provisions, if any, of theCompanies Act 2013, (including any statutory modifications orre-enactment(s) thereof, for the time being in force), subjectto approval of the Central Government and such other consentsand permission as may be necessary, and subject to suchmodifications, variations as may be approved and acceptableto the appointee, the consent of the Members be and is hereby

accorded for the appointment of Mr. Jayesh Thakkar (DIN03050068) as Jt. Managing Director of the Company for a periodof 5 years with remuneration in the slab of ̀ 5,00,000-2,00,000-15,00,000 with effect from June 9, 2016 with such terms andconditions and payment of remuneration as Jt. ManagingDirector are approved as under:

RESOLVED FURTHER THAT the Board of Directors of theCompany / Committee of the Board be and is hereby authorizedto alter, amend or vary the terms and conditions ofappointment including remuneration structure as may beagreed to between the Board of Directors and Mr. JayeshThakkar (DIN 03050068) subject to the limits within suchguidelines or amendments as may be made to the CompaniesAct, 2013 or subject to approval of the Central Government orsuch other authority.

RESOLVED FURTHER THAT the remuneration payable to Mr.Jayesh Thakkar (DIN 03050068) shall not exceed the overallceiling of the total managerial remuneration as provided underSection 197 and Schedule-V of the Companies Act, 2013 or suchother limits as may be prescribed from time to time.

RESOLVED FURTHER THAT the remuneration, benefits andperquisites as fixed by the Board be paid to Mr. Jayesh Thakkar(DIN 03050068), as minimum remuneration notwithstandingthe absence or inadequacy of profit in the financial year, duringthe term of his office as Jt. Managing Director of the Company.

RESOLVED FURTHER THAT Mr. Jayesh Thakkar (DIN 03050068)be and is hereby authorized to sign any papers, application,documents, forms and includes the execution of Deeds, Powerof Attorney, agreements, memorandums, amendments thereof,representation, declarations, undertakings, confirmations,verifications, affidavits, transfers, assignments, contracts,obligations, certificates, requisite forms, and such otherinstruments of whatever nature as are or may be necessary,expedient or usual and withdraw them, if need be and to doand perform all acts whatsoever that may be necessary whichmay be required in the matter and relating under any IndianAct either it falls under State and Central Governmentjurisdiction or local authority and if necessary, represent beforethese authorities for and on behalf of the Company and alsodelegate such authority to any person as and when required.

5. Appointment of Mr. Ashutosh Bhambhani (DIN 07163125) asWhole-time Director:

To consider and if thought fit, to pass with or withoutmodification(s), the following resolution as Ordinary Resolution:

“RESOLVED THAT Mr. Ashutosh Bhambhani (DIN 07163125),who was appointed as an Additional Director with effect fromJune 9, 2016 on the Board of the Company in terms of Section161 of the Companies Act, 2013 and Article of Association ofthe Company and who holds office up to the date of this AnnualGeneral Meeting, and in respect of whom a notice has beenreceived from a member in writing, under Section 160 of theCompanies Act, 2013 along with requisite deposit, proposinghis candidature for the office of a Director, be and is herebyappointed as a Director of the Company.


AGRO RESOURCES LTD.

RESOLVED FURTHER THAT pursuant to the recommendationof the Board Governance, Nomination and RemunerationCommittee, approval of members and pursuant to provisionsof Sections 196, 197, 198, 203 and other applicable provisionsof the Companies Act, 2013 and the rules made there under(including any statutory modification or re-enactment thereof)read with Schedule- V of the Companies Act, 2013 and Articlesof Association of the Company, approval of Members of theCompany be and is hereby accorded to the appointment ofMr. Ashutosh Bhambhani (DIN 07163125), as Whole-timeDirector of the Company for the term of five years with effectfrom June 09, 2016 with the monthly remuneration of` 1,10,000 (Rupees One Lac ten thousand) (hereinafter referredto as “remuneration”) and upon the terms and conditions,which is hereby approved and sanctioned with authority to theBoard of Directors to alter and vary the terms and conditionsof the said appointment and / or agreement in such manner asmay be agreed to between the Board of Directors and Mr.Ashutosh Bhambhani.

RESOLVED FURTHER THAT the Board of Directors of theCompany / Committee of the Board be and is hereby authorizedto alter, amend or vary the terms and conditions ofappointment including remuneration structure as may beagreed to between the Board of Directors and Mr. AshutoshBhambhani (DIN 07163125) subject to the limits within suchguidelines or amendments as may be made to the CompaniesAct, 2013 or subject to approval of the Central Government orsuch other authority.

RESOLVED FURTHER THAT the remuneration payable to Mr.Ashutosh Bhambhani (DIN 07163125) shall not exceed theoverall ceiling of the total managerial remuneration as providedunder Section 197 and Schedule-V of the Companies Act, 2013or such other limits as may be prescribed from time to time.

RESOLVED FURTHER THAT the remuneration, benefits andperquisites as fixed by the Board be paid to Mr. AshutoshBhambhani (DIN 07163125), as minimum remunerationnotwithstanding the absence or inadequacy of profit in thefinancial year, during the term of his office as Whole-timeDirector of the Company.

RESOLVED FURTHER THAT Mr. Ashutosh Bhambhani be and ishereby authorized to sign any papers, application, documents,forms and includes the execution of Deeds, Power of Attorney,agreements, memorandums, amendments thereof,representation, declarations, undertakings, confirmations,verifications, affidavits, transfers, assignments, contracts,obligations, certificates, requisite forms, and such otherinstruments of whatever nature as are or may be necessary,expedient or usual and withdraw them, if need be and to doand perform all acts whatsoever that may be necessary whichmay be required in the matter and relating under any IndianAct either it falls under State and Central Governmentjurisdiction or local authority and if necessary, represent beforethese authorities for and on behalf of the Company and alsodelegate such authority to any person as and when required.”

6. Appointment of Mr. Keyoor Bakshi (DIN 00133588) as anIndependent Director:


“RESOLVED THAT Mr. Keyoor Bakshi (DIN 00133588), who wasappointed as an Additional Director with effect from June 9,2016 on the Board of the Company in terms of Section 161 ofthe Companies Act, 2013 and Article of Association of theCompany and who holds office up to the date of this AnnualGeneral Meeting, and in respect of whom a notice has beenreceived from a member in writing, under Section 160 of theCompanies Act, 2013 along with requisite deposit, proposinghis candidature for the office of a Director, be and is herebyappointed as a Director of the Company.

RESOLVED FURTHER THAT pursuant to the provisions ofSections 149, 152 and other applicable provisions, if any, ofthe Companies Act, 2013, and the rules made there under,including any amendment, modification, variation or re-enactment thereof read with Schedule IV to the CompaniesAct, 2013, for the time being in force, Mr. Keyoor Bakshi (DIN00133588), Director of the Company, in respect of whom theCompany has received a notice in writing from a Memberproposing his candidature for the office of IndependentDirector, be and is hereby appointed as an Independent Directorof the Company, to hold office as such for a period of 5 (five)consecutive years, with effect from the date of this MeetingAND THAT he shall not be liable to retire by rotation.”

7. Appointment of Mr. Mangharam Kotak (DIN 07529998) as anIndependent Director:


“RESOLVED THAT Mr. Mangharam Kotak (DIN 07529998), whowas appointed as an Additional Director with effect from June9, 2016 on the Board of the Company in terms of Section 161of the Companies Act, 2013 and Article of Association of theCompany and who holds office up to the date of this AnnualGeneral Meeting, and in respect of whom a notice has beenreceived from a member in writing, under Section 160 of theCompanies Act, 2013 along with requisite deposit, proposinghis candidature for the office of a Director, be and is herebyappointed as a Director of the Company.

RESOLVED FURTHER THAT pursuant to the provisions ofSections 149, 152 and other applicable provisions, if any, ofthe Companies Act, 2013, and the rules made there under,including any amendment, modification, variation or re-enactment thereof read with Schedule IV to the CompaniesAct, 2013, for the time being in force, Mr. Mangharam Kotak(DIN 07529998), Director of the Company, in respect of whomthe Company has received a notice in writing from a Memberproposing his candidature for the office of IndependentDirector, be and is hereby appointed as an Independent Directorof the Company, to hold office as such for a period of 5 (five)consecutive years, with effect from the date of this MeetingAND THAT he shall not be liable to retire by rotation.”

8. Appointment of Ms. Pooja Yadav (DIN 07511176) as anIndependent Director:


“RESOLVED THAT Ms. Pooja Yadav (DIN 07511176), who wasappointed as an Additional Director with effect from June 9,


AGRO RESOURCES LTD.

2016 on the Board of the Company in terms of Section 161 ofthe Companies Act, 2013 and Article of Association of theCompany and who holds office up to the date of this AnnualGeneral Meeting, and in respect of whom a notice has beenreceived from a member in writing, under Section 160 of theCompanies Act, 2013 along with requisite deposit, proposingher candidature for the office of a Director, be and is herebyappointed as a Director of the Company.RESOLVED FURTHER THAT pursuant to the provisions ofSections 149, 152 and other applicable provisions, if any, ofthe Companies Act, 2013, and the rules made there under,including any amendment, modification, variation or re-enactment thereof read with Schedule IV to the CompaniesAct, 2013, for the time being in force, Ms. Pooja Yadav (DIN07511176), Director of the Company, in respect of whom theCompany has received a notice in writing from a Memberproposing her candidature for the office of IndependentDirector, be and is hereby appointed as an Independent Directorof the Company, to hold office as such for a period of 5 (five)consecutive years, with effect from the date of this MeetingAND THAT she shall not be liable to retire by rotation.”

9. Ratification of Appointment and Remuneration of CostAuditor:To consider and if thought fit, to pass with or withoutmodification(s), the following resolution as Ordinary Resolution:“RESOLVED THAT pursuant to provisions of Section 148(3) ofthe Companies Act, 2013 read with Companies (Cost Audit andRecord) Rules, 2014 (including any statutory modification(s) orre-enactment thereof) (“the Act”) and approval by the Boardof Directors at their meeting dated June 10, 2016, the consentof the Company be and is hereby accorded for ratification ofthe below remuneration to M/s Priyank Patel & Associates, CostAccountants as the Cost Auditors of the Company for theFinancial Year 2016-17 for remuneration at ̀ 35,000/- plus outof pocket expenses & Service Tax as applicable to conduct theaudit of the cost accounting records for all the manufacturingfacilities of the Company.”

By order of the Board of Directors

Date : August 12, 2016 Chinar JethwaniPlace : Ahmedabad Company SecretaryRegd. Office:B-402, Shapath Hexa,Nr. Ganesh Meridian,Opp. Gujarat High Court, Sola,Ahmedabad – 380 060CIN-U15142GJ2014PLC080010

NOTES:1. The Explanatory Statement pursuant to Section 102(2) of the

Companies Act, 2013 in respect of Item No. 4, 5, 6, 7, 8 and 9of the notice is annexed hereto. The relevant details as requiredunder Regulation 36(3) of SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 (“SEBI ListingRegulations”), of the person seeking appointment and re-appointment as Director under Item No. 2, 4, 5, 6, 7 and 8 ofthe Notice, are also annexed.

2. MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUALGENERAL MEETING (AGM) IS ENTITLED TO APPOINT A PROXYTO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXYNEED NOT BE A MEMBER OF THE COMPANY.

A person can act as proxy on behalf of members not exceedingfifty (50) and holding in the aggregate more than ten percentof the total share capital of the Company. A member holdingmore than ten percent of the total share capital of the Companycarrying voting rights may appoint a single person as proxy andsuch person shall not act as a proxy for any other person orshareholder.

3. THE INSTRUMENT APPOINTING THE PROXY MUST BEDEPOSITED AT THE COMPANY’S REGISTERED OFFICE, DULYCOMPLETED AND SIGNED, NOT LESS THAN FORTY-EIGHTHOURS BEFORE THE COMMENCEMENT OF THE ANNUALGENERAL MEETING.

4. Members holding shares in physical form are requested toconsider converting their holdings to dematerialized form toeliminate all risks associated with physical shares and for easeof portfolio management. Members can contact the Companyor M/S Link Intime India Private Limited for assistance in thisregard. In case shares held in dematerialized form are requestedto intimate all changes pertaining to their bank details such asbank account number, name of the bank and branch details,MICR code and IFSC code, mandates, nominations, power ofattorney, change of address, change of name, e-mail address,contact numbers, etc., to their depository participant (DP).

5. Members, Proxies and Authorized Representatives arerequested to bring their copy of Annual Report at the Meeting.

6. The Register of Members and Share Transfer Books of theCompany will be closed from September 9, 2016 to September15, 2016 (both days inclusive) for the purpose of Annual GeneralMeeting.

7. Pursuant to the provisions of Section 72 of the Act, the facilityfor making nomination is available for the Members in respectof the shares held by them. Members who have not yetregistered their nomination are requested to register the sameby submitting Form No. SH-13. Members holding shares inphysical form may submit the same to M/S Link Intime IndiaPrivate Limited, Registrar and Transfer Agent. Members holdingshares in electronic form may submit the same to theirrespective depository participant.

8. Register of Directors and Key Managerial Personnel of theCompany and their shareholding maintained under Section 170of the Companies Act, 2013 will be available for inspection bythe members at the AGM.

9. The Register of Contracts and Arrangements in which theDirectors are interested maintained under Section 189 of theCompanies Act, 2013 will be available for inspection by themembers at the AGM.

10. The Notice of the AGM along with the Annual Report 2015-16is being sent by electronic mode to those Members whose e-mail addresses are registered with the Company / Depositories,unless any Member has requested for a physical copy of thesame. For Members who have not registered their e-mailaddresses, physical copies are being sent by the permittedmode. Members may note that this Notice and the AnnualReport 2015-16 will also be available on the Company’s websiteviz. www.gokulagro.com.

11. In compliance with the provisions of Section 108 of the Actand the Rules framed thereunder, as amended from time totime, and Regulation 44 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, the Members are


AGRO RESOURCES LTD.

provided with the facility to cast their vote electronically, through the e-voting services provided by CSDL, on all the resolutions setforth in this Notice. The instructions for e-voting are given herein below. Resolution(s) passed by Members through e-voting is/aredeemed to have been passed as if they have been passed at the AGM.

12. The board of directors has appointed Mr. Chirag Shah of M/s. Chirag Shah & Associates, Practicing Company Secretaries (MembershipNo. FCS 5545) as the Scrutinizer to scrutinize the voting at the meeting and remote e-voting process as well as the voting through PollPaper at the AGM, in a fair and transparent manner.

13. The Procedure and instructions for remote e-voting are as under:1. The voting period begins on September 13, 2016 at 9.00 AM and ends on September 15, 2016 at 5.00 PM. During this period

shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (recorddate) of September 8, 2016 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

2. Log on to the e-voting website www.evotingindia.com3. Click on “Shareholders” to cast your votes.4. Now, fill up the following details in the appropriate boxes.

User- ID: a) For CDSL : 16 digits Beneficiary IDb) For NSDL : 8 Character DP ID followed by 8 Digits Client IDc) Members holding shares in physical form should enter the Folio Number registered with the Company.

5. Next enter the Image Verification as displayed and Click on Login.If you are holding shares in demat form and had logged on to www.evotingindia.com then your existing password is to be used.

6. If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical FormPAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both

demat shareholders as well as physical shareholders)• Members who have not updated their PAN with the Company/Depository Participant are

requested to use the first two letters of their name and the 8 digits of the sequence number(refer serial no. printed on the name and address sticker/Postal Ballot Form/mail) in the PANfield.

• In case the sequence number is less than 8 digits enter the applicable number of 0’s beforethe number after the first two characters of the name in CAPITAL letters. E.g. If your name isRamesh Kumar with serial number 1 then enter RA00000001 in the PAN field.

Dividend Bank Details OR Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in yourDate of Birth (DOB) demat account or in the company records in order to login.

• If both the details are not recorded with the depository or company please enter the memberid / folio number in the Dividend Bank details field as mentioned in instruction (iv).

7. After entering these details appropriately, click on“SUBMIT” tab.

8. Members holding shares in physical form will then reachdirectly the Company selection screen. However, membersholding shares in demat form will now reach ‘PasswordCreation’ menu wherein they are required to mandatorilyenter their login password in the new password field.Kindly note that this password is to be also used by thedemat holders for voting for resolutions of any othercompany on which they are eligible to vote, provided thatcompany opts for e-voting through CDSL platform. It isstrongly recommended not to share your password withany other person and take utmost care to keep yourpassword confidential.

9. For Members holding shares in physical form, the detailscan be used only for e-voting on the resolutions containedin this Notice.

10. Click on the EVSN of the Company i.e 160820005

11. On the voting page, you will see “RESOLUTIONDESCRIPTION” and against the same the option “YES/NO”for voting. Select the option YES or NO as desired and clickon Submit.

12. Click on the “RESOLUTIONS FILE LINK” if you wish to viewthe entire Resolution details.

13. After selecting the resolution you have decided to voteon, click on “SUBMIT”. A confirmation box will bedisplayed. If you wish to confirm your vote, click on “OK”,else to change your vote, click on “CANCEL” andaccordingly modify your vote. Once you “CONFIRM” yourvote on the resolution, you will not be allowed to modifyyour vote.

14. You can also take out print of the voting done by you byclicking on “Click here to print” option on the Voting page.

15. If Demat account holder has forgotten the changedpassword then Enter the User ID and the image verificationcode and click on Forgot Password & enter the details asprompted by the system.

16. Shareholders can also cast their vote using CDSL’s mobileapp m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store.Please follow the instructions as prompted by the mobileapp while voting on your mobile.

17. Instructions for Non Individual Shareholders andCustodians:


AGRO RESOURCES LTD.

• Non-Individual shareholders (i.e. other thanIndividuals, HUF, NRI etc.) and Custodian are requiredto log on to www.evotingindia.com and registerthemselves as Corporates.

• A scanned copy of the Registration Form bearing thestamp and sign of the entity should be emailed [email protected].

• After receiving the login details a Compliance Usershould be created using the admin login andpassword. The Compliance User would be able to linkthe account(s) for which they wish to vote on.

• The list of accounts linked in the login should bemailed to [email protected] and onapproval of the accounts they would be able to casttheir vote.

• A scanned copy of the Board Resolution and Powerof Attorney (POA) which they have issued in favourof the Custodian, if any, should be uploaded in PDFformat in the system for the scrutinizer to verify thesame.

18. The results declared along with the Scrutinizer’s Reportshall be placed on the Company’s Websitewww.gokulagro.com and on the website of CDSL i.e

www.cdslindia.com within three days of passing ofResolutions at the 2nd Annual General Meeting and shallalso be communicated to the Stock Exchanges where theShares of the Company are listed.

19. In case you have any queries or issues regarding e-voting,you may refer the Frequently Asked Questions (“FAQs”)and e-voting manual available at www.evotingindia.com,under help section or write an email [email protected].

Contact Details:Company : Gokul Agro Resources LimitedRegd. Office : B-402, Shapath Hexa, Nr. Ganesh Meridian,

Opp. Gujarat High Court, Sola, Ahmedabad –380 060

CIN : U15142GJ2014PLC080010E-mail ID : [email protected] Agency : Central Depository Services (India) LimitedE-mail ID : [email protected] : 022-22723333/8588Scrutinizer : CS Chirag Shah, Practicing Company SecretaryE-mail ID : [email protected]

Details of Directors seeking Appointment and Re-appointment at the Ensuing Annual General Meeting Pursuant to Regulation 36(3) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Name Mr. Kanubhai ThakkarDate of Birth 28.04.1962Date of Appointment 03.07.2014Qualification MetricsExperience and Achievements Mr. Kanubhai Thakkar is currently serving as a Chairman and Managing Director.

He started as a commodity trader and has about 3 decades of experience in edibleoils. He is the recipient of the “Oil Man of the Year” award in the year 2005 from‘Globoil India’.He is actively involved in the business development activities andmajor expansion initiatives undertaken by the group. Under his able leadership ourCompany is expanding its Gandhidham plant.

Directorships in other Public Companies Gujarat Gokul Power LimitedMemberships/Chairmanships of Committees of NILother Public Companies (includes only AuditCommittee and Stakeholders’ Committee)No. of Shares held in the Company 2,73,58,788

Name Mr. Jayesh ThakkarDate of Birth 15.12.1989Date of Appointment 09.06.2016Qualification B.E.(Hons.) Mechanical Eng. & Masters in Management & StrategyExperience and Achievements Mr. Jayesh Thakkar has done Mechanical Engineering from BITS, Pilani, UAE and

Masters in Management and Strategy from The London School of Economics andPolitical Science, London. He was awarded Merit Scholarship for B.E. (Hons.) inMechanical Engineering from the Birla Institute of Science & Technology, UAE.During his studies at London, he had been a Member of Management & Strategy,Finance Society and Alternative Investment Society at LSE. He has been activelylooking after the business of the Company and Future Planning and StrategiesFormulation for the Company.

Directorships in other Public Companies NILMemberships/Chairmanships of Committees of NILother Public Companies (includes only AuditCommittee and Stakeholders’ Committee)No. of Shares held in the Company 6,23,765


AGRO RESOURCES LTD.

Name Mr. Ashutosh BhambhaniDate of Birth 10.04.1957Date of Appointment 09.06.2016Qualification CWAExperience and Achievements Mr. Ashutosh Bhambhani is serving as the Whole - time Director of the Company.

He is an efficient Cost & Management Accountant by profession. He has about 20years of Work Experience in the field of Industry including multinational Company,and about 18 years in the field of Professional Academics. He has his Special Interestin the field of Management Control Systems, Cost and Management Accountancy,Taxation and Project Finance. He is also serving as a chairman of Kutch- GandhidhamChapter of the Institute of Cost Accountants of India.

Directorships in other Companies NILMemberships/Chairmanships of Committees of NILother Public Companies (includes only AuditCommittee and Stakeholders’ Committee)No. of Shares held in the Company 705

Name Mr. Keyoor BakshiDate of Birth 31.05.1957Date of Appointment 09.06.2016Qualification CS, LL.BExperience and Achievements Mr. Keyoor Bakshi, is an Independent Director of our Company. He has attained

Expertise in the field of Corporate Governance, Corporate and Securities ComplianceManagement, Secretarial Audit, Due Diligence, Mergers, Acquisitions and Takeovers,Public offerings of Securities and appearances before the Company Law Board,SEBI and Securities Appellate Tribunal.

Directorships in other Companies Kiri Industries LimitedInfibeam Incorporation LimitedSaanvi Advisors LimitedInnovative Tyres & Tubes Limited

Memberships/Chairmanships of Committees of 03other Public Companies (includes only AuditCommittee and Stakeholders’ Committee)No. of Shares held in the Company NIL

Name Mr. Mangharam KotakDate of Birth 04.12.1939Date of Appointment 09.06.2016Qualification Masters Degree in Science (Physics – Electronics), M. Phil. (Nuclear Physics) and

LL.BExperience and Achievements Mr. Mangharam D. Kotak, is an Independent Director of our Company. He has served

as a Faculty in various Reputed Colleges like K.M. Shah Law College Valsad, M.N.College Visnagar, NKM Sc. College Valsad. He has also Remained Principal in Collegeof Management Studies at Himatnagar, B.K. Arts, Science & Commerce College atPalanpur, L. H Science College, Mansa. He has also served as a Member in S.C.S(India) Delhi, Recognized guide for Ph. D (N.G.U), Syndicate Member of N.G.U &Senate Member, Member of Building Committee of N.G.U, Member of Board ofSports, Member of Hostel Management, Member of Academic Council.

Directorships in other Companies NILMemberships/Chairmanships of Committees of NILother Public Companies (includes only AuditCommittee and Stakeholders’ Committee)No. of Shares held in the Company NIL


AGRO RESOURCES LTD.

Name Ms. Pooja YadavDate of Birth 03.08.1992Date of Appointment 09.06.2016Qualification CS, LL.BExperience and Achievements Ms. Pooja Yadav is an Independent Director of Our Company. She is Presently

working as a Company Secretary in M/s Jay Chemical Industries Limited. She hasalso done Certified Courses like Diploma in Legal Studies, Fundamentals of BusinessLaw, Laws and Judicial Systems, Adversary Trial System and Contract Laws. Her Artto handle Administrative activities will further contribute towards the developmentof the Company.

Directorships in other Companies NILMemberships/Chairmanships of Committees of NILother Public Companies (includes only AuditCommittee and Stakeholders’ Committee)No. of Shares held in the Company NIL

EXPLANATORY STATEMENTPursuant to Section 102 (1) of the Companies Act, 2013

Item No. 4Mr. Jayesh Thakkar (DIN 03050068) was appointed as an Additional Director of the Company w.e.f. June 9, 2016 in accordance with theprovisions of Section 161 of the Companies Act, 2013 and Article of Association of the Company. Pursuant to Section 161 of the CompaniesAct, 2013 Mr. Jayesh Thakkar holds office up to the date of the ensuing Annual General Meeting. In this regard the Company has receivedrequest in writing from a member of the Company proposing his candidature for appointment as Managing Director of the Company inaccordance with the provisions of Section 160 and all other applicable provisions of the Companies Act, 2013.The Board feels that presence of Mr. Jayesh Thakkar on the Board is desirable and would be beneficial to the Company and hence recommendsresolution No. 4 for adoption. Mr. Jayesh Thakkar is deemed to be interested in the said resolution as it relates to his appointment. Mr.Kanubhai Thakkar (DIN 00315616), being immediate relative of Mr. Jayesh Thakkar, is interested and concerned in the resolution for hisappointment as Managing Director. None of the other Director and Key Managerial Personnel of the Company or their relatives is, in any wayconcerned or interested in the said resolution. The Board recommends resolutions under Item No. 4 to be passed as an special resolution.Item No. 5Mr. Ashutosh Bhambhani (DIN 07163125) was appointed as an Additional Director of the Company w.e.f. June 9, 2016 in accordance with theprovisions of Section 161 of the Companies Act, 2013 and Article of Association of the Company. Pursuant to Section 161 of the CompaniesAct, 2013 Mr. Ashutosh Bhambhani holds office up to the date of the ensuing Annual General Meeting. In this regard the Company hasreceived request in writing from a member of the Company proposing his candidature for appointment as Whole-time Director of theCompany in accordance with the provisions of Section 160 and all other applicable provisions of the Companies Act, 2013.The Board feels that presence of Mr. Ashutosh Bhambhani on the Board is desirable and would be beneficial to the Company and hencerecommends resolution No. 5 for adoption. Mr. Ashutosh Bhambhani is deemed to be interested in the said resolution as it relates to hisappointment. None of the other Director and Key Managerial Personnel of the Company or their relatives is, in any way concerned orinterested in the said resolution. The Board recommends resolutions under Item No. 5 to be passed as an ordinary resolution.Item No. 6Mr. Keyoor Bakshi (DIN 00133588) was appointed as an Additional Director of the Company w.e.f. June 9, 2016 in accordance with theprovisions of Section 161 of the Companies Act, 2013 and Article of Association of the Company. Pursuant to Section 161 of the CompaniesAct, 2013 Mr. Keyoor Bakshi holds office up to the date of the ensuing Annual General Meeting. In this regard the Company has receivedrequest in writing from a member of the Company proposing his candidature for appointment as an Independent Director of the Company inaccordance with the provisions of Section 160 and all other applicable provisions of the Companies Act, 2013.The Board feels that presence of Mr. Keyoor Bakshi on the Board is desirable and would be beneficial to the Company and hence recommendsresolution No. 6 for adoption. Mr. Keyoor Bakshi is deemed to be interested in the said resolution as it relates to his appointment. None of theother Director and Key Managerial Personnel of the Company or their relatives is, in any way concerned or interested in the said resolution.The Board recommends resolutions under Item No. 6 to be passed as an ordinary resolution.Item No. 7Mr. Mangharam Kotak (DIN 07529998) was appointed as an Additional Director of the Company w.e.f. June 9, 2016 in accordance with theprovisions of Section 161 of the Companies Act, 2013 and Article of Association of the Company. Pursuant to Section 161 of the CompaniesAct, 2013 Mr. Mangharam Kotak holds office up to the date of the ensuing Annual General Meeting. In this regard the Company has receivedrequest in writing from a member of the Company proposing his candidature for appointment as an Independent Director of the Company inaccordance with the provisions of Section 160 and all other applicable provisions of the Companies Act, 2013.The Board feels that presence of Mr. Mangharam Kotak on the Board is desirable and would be beneficial to the Company and hence


AGRO RESOURCES LTD.

recommends resolution No. 7 for adoption. Mr. Mangharam Kotak is deemed to be interested in the said resolution as it relates to hisappointment. None of the other Director and Key Managerial Personnel of the Company or their relatives is, in any way concerned orinterested in the said resolution. The Board recommends resolutions under Item No. 7 to be passed as an ordinary resolution.Item No. 8Ms. Pooja Yadav (DIN 07511176) was appointed as an Additional Director of the Company w.e.f. June 9, 2016 in accordance with the provisionsof Section 161 of the Companies Act, 2013 and Article of Association of the Company. Pursuant to Section 161 of the Companies Act, 2013Ms. Pooja Yadav holds office up to the date of the ensuing Annual General Meeting. In this regard the Company has received request inwriting from a member of the Company proposing her candidature for appointment as an Independent Director of the Company in accordancewith the provisions of Section 160 and all other applicable provisions of the Companies Act, 2013.The Board feels that presence of Ms. Pooja Yadav on the Board is desirable and would be beneficial to the Company and hence recommendsresolution No. 8 for adoption. Ms. Pooja Yadav is deemed to be interested in the said resolution as it relates to his appointment. None of theother Director and Key Managerial Personnel of the Company or their relatives is, in any way concerned or interested in the said resolution.The Board recommends resolutions under Item No. 8 to be passed as an ordinary resolution.Item No. 9The Board has approved the appointment and remuneration of M/s Priyank Patel& Co., Cost Accountants, Ahmedabad as Cost Auditor toconduct the audit of cost records maintained by the Company in respect of edible oil products for the financial year ending March 31, 2016at a remuneration of ` 35,000/- plus service tax and out of pocket expenses.In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remunerationpayable to the Cost Auditors has to be ratified by the shareholders of the Company. Accordingly, consent of the members is sought for passingan Ordinary Resolution as set out at Item No. 9 of the Notice for ratification of the remuneration payable to the Cost Auditors for the financialyear ending 2016-17.The Board recommends the Ordinary Resolution set out at Item No. 9 of the Notice for approval by the shareholders. None of the Directorsand Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolution set outat Item No. 9

By order of the Board of Directors

Date : August 12, 2016 Chinar JethwaniPlace : Ahmedabad Company SecretaryRegd. Office:B-402, Shapath Hexa,Nr. Ganesh Meridian,Opp. Gujarat High Court, Sola,Ahmedabad – 380 060CIN-U15142GJ2014PLC080010

ROUTE MAP OF AGM VENUE


AGRO RESOURCES LTD.

DIRECTORS’ REPORTTo,The Shareholders,Gokul Agro Resources Ltd.

The Directors are pleased to present the Annual Report on the affairs of the Company along with the Audited Financial Statements andAuditor’s Report for the year ended on March 31, 2016.

1. Financial Highlights

Highlights of Financial Results for the year are as under. (`̀̀̀̀ in Lacs)

Sr. No. Particulars Standalone ConsolidatedMarch 31, 2016 March 31, 2015 March 31, 2016

1 Sales 3,63,097.45 68,715.13 3,63,486.99

2 Operating & Other Income 2,732.76 1,817.42 2,605.64

3 Total Revenue 3,65,830.21 70,532.55 3,66,092.63

4 Profit Before Interest, Depreciation, 8,362.90 1,716.26 7,881.82Exceptional Items and Taxes (EBIDTA)

5 Interest and Financial Cost 4,892.02 1,586.09 4,894.52

6 Depreciation and Amortization 1,521.50 -40.72 1,521.50

7 Profit / (Loss) Before Taxation (PBT) 1,949.39 170.89 1,465.80

8 Provision of Taxation including Deferred Tax Liability / (Assets) 529.22 (182.19) 525.22

9 Share of Loss from Associate Company _ _ _

10 Profit / (Loss) After Taxation (PAT) 1,420.17 353.07 940.59

2. Issue of Equity Shares

In pursuance of the Scheme of Arrangement in nature of Demerger (“the Scheme”) sanctioned by the Hon’ble High Court of Gujaratvide its Order dated June 12, 2015, 13,18,95,000 Equity Shares of the Company were issued and allotted to the shareholders of theDemerged Company i.e. Gokul Refoils and Solvent Limited (“GRSL”) on September 28, 2015 in the ratio of one Equity Shares of ` 2each of Gokul Agro Resources Limited, for every one equity shares of ` 2 each of Gokul Refoils and Solvent Limited.

3. Material Changes between the end of Financial Year and the date of this Report

Reconstitution of the Board of Directors of the Company took place between the end of the financial year and the date of this report,which is considered to be a material change that may affect financial position of the Company. Mr. Balvantsinh Rajput, Mr. BipinThakkar, Mr. Piyushchandra Vyas, Prof. Dr. Dipooba Devada and Mr. Karansinhji Mahida – Directors of the Company tendered theirresignations from the Board of the Company; in whose place Mr. Jayesh Thakkar, Mr. Ashutosh Bhambhani, Mr. Keyoor Bakshi, Mr.Mangharam Kotak and Ms. Pooja Yadav are appointed on the Board of the Company w.e.f. June 9, 2016.

4. Dividend

Your Directors wish to conserve resources for future expansion and growth of the Company. Hence, no Dividend has been declared bythe Directors during the Financial Year 2015-16.

5. Transfer to General Reserves

No sum was transferred to General Reserves during the financial year.

6. Website

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Company has maintained afunctional website namely “www.gokulagro.com” containing basic information about the Company. Eg. Details of business, financialinformation, shareholding pattern, compliance with corporate governance, contact information of the designated officials of theCompany who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company. Thecontents of the said website are updated on regular basis.

7. Company’s Operations and Performance

Sales

Company’s turnover for financial year 2015-16 is ` 3,63,097.45 Lacs as compared to ` 68,715.13 Lacs in the previous year. OnConsolidated basis the turnover for financial year 2015-16 is ` 3,63,486.99 Lacs.


AGRO RESOURCES LTD.

Profitability

Company’s Profit after Tax (PAT) for the year ended March 31, 2016 was recorded at ` 1,420.16 Lacs, as compared to ` 353.07 Lacs inthe previous year. The PAT on consolidated basis was ` 940.59 Lacs.

Earnings per share

EPS was at ` 1.08 as on March 31, 2016 as against ` 0.27 as on March 31, 2015 on standalone basis. EPS on consolidated basis was` 0.71.

Net Worth

The Company’s net worth on standalone basis as on March 31, 2016 was at ` 17,149.05 Lacs as compared to ` 15,733.87 Lacs as onMarch 31, 2015 and on consolidated basis it was ` 18,635.58 Lacs.

8. Board of Directors and Key Managerial Personnel

Directors

During the year, due to the reconstitution of Board dated on April 20, 2015, Mr. Jayesh Thakkar, Mr. Hitesh Thakkar and Mr. DeepakThakkar resigned from post of Director and Mr. Balvantsinh Rajput, Mr. Piyushchandra Vyas, Prof. Dr. Dipooba Devada, Mr. KaransinhjiMahida, Mr. Bipinkumar Thakkar appointed as Additional Directors pursuant to Section 161 of Companies Act, 2013. Pursuant to theprovisions of Section 203 of the Companies Act, 2013, Mr. Kanubhai Thakkar designated as a Managing Director w.e.f. June 30, 2016.

Pursuant to the provisions of Section 149 of the Act, Mr. Piyushchandra Vyas, Prof. Dr. Dipooba Devada, Mr. Karansinhji Mahidaappointed as an Independent Directors at the first Annual General Meeting of the Company held on September 8, 2015. They havesubmitted a declaration that each of them meets the criteria of independence as provided in section 149(6) of the Act and there hasbeen no change in the circumstances which may affect their status as an Independent Director during the year.

The position of Board of Directors as on March 31, 2016 is as follows:

Name DIN Designation

Mr. Balvantsinh Rajput 00315565 Chairman

Mr. Kanubhai Thakkar 00315616 Managing Director

Mr. Piyushchandra Vyas 01260934 Independent Director

Prof. Dr. Dipooba Devada 01849583 Independent Director

Mr. Karansinhji Mahida 02237323 Independent Director

Mr. Bipinkumar Thakkar 06782371 Director

Board Meetings

The Board consists of six members as on March 31, 2016, one of whom is Promoter and Non-Independent Director, two of them areNon-Executive and Non-Independent Directors and remaining three are Independent Directors.

The Board met 8 times during the Financial Year 2015-16 on,

April 20, 2015 May 27, 2015 June 30, 2015 August 12, 2015

August 24, 2015 September 28, 2015 January 25, 2016 February 10, 2016

Notices of the meeting with the agenda along with necessary details were sent to the Directors in time. The data of attendancerecord of the Directors at the Board Meetings held during the Financial Year ended on March 31, 2016 and their directorships withany other Company is given here below.

Name of Director No. of Board No. of Board No. of Directorships in otherMeeting Held Meeting Attended Indian Public Companies

Mr. Balvantsinh Rajput 08 05 3

Mr. Kanubhai Thakkar 08 08 3

Mr. Piyushchandra Vyas 08 08 2

Prof. Dr. Dipooba Devada 08 08 2

Mr. Karansinhji Mahida 08 08 2

Mr. Bipinkumar Thakkar 08 08 2


AGRO RESOURCES LTD.

Committees of Board

Your Company has several Committees which have been established as a part of best corporate governance practices and are incompliance with the requirements of the relevant provisions of applicable laws and statutes.

The Company has following Committees of the Board:

Audit Committee

Nomination and Remuneration Committee

Stakeholders’ Relationship Committee

Corporate Social Responsibility Committee

Anti-Sexual Harassment Committee

A detailed note on the committees with respect to composition, meeting, powers, and terms of reference is provided under theCorporate Governance Report section in this Report.

9. Declaration by Independent Directors

The Company has obtained necessary declarations from each Independent Director under Section 149(7) of the Companies Act,2013, that they meet the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013. The terms and conditionsof the Independent Directors are incorporated on the website of the Company as per Regulation 46(2) of SEBI (Listing Obligations andDisclosures Requirements) Regulations, 2015 at http://www.gokulagro.com/others/

10. Details of Key Managerial Personnel

Mr. Manish Kella and Ms. Chinar Jethwani were appointed as a CFO and Company Secretary respectively w.e.f. June 1, 2015. Mr.Kanubhai Thakkar was designated as Managing Director of the Company w.e.f. July 1, 2015. Their appointments are in compliance tothe provisions of the Companies Act, 2013 and are holding office after the commencement of the Companies Act, 2013.

11. Human Resource Development

The Company continued to make significant progress on strengthening HR Processes and practices to build organization for current aswell as future sustainability during the year. The Company focuses on providing individual development and growth in a professionalwork culture that ensures high performance. The Company has concentrated on enhancing capability of employees that ultimatelyhelps achieving better standards of operations.

12. Adequacy of Internal Control System

The Company has proper and adequate system of internal controls which ensures that all assets are safeguarded against loss fromunauthorized use or disposition and all the transaction are authorized, recorded and reported correctly. Regular internal audits andchecks are carried out to provide assurance that the responsibilities at various levels are discharged effectively and that adequatesystems are in existence. The management continuously reviews the internal control systems and procedure for efficient conduct ofbusiness.

13. Corporate Social Responsibility Committee, Policy and Initiatives taken during the year and reasons for not spending the money

The Company has constituted CSR Committee and CSR Policy is duly adopted by the Company as per the regulatory norms as theCompany has not completed a period of 3 consecutive years as prescribed in the provisions of the Companies Act, 2013 with respectto allocation and spending of amount not less than 2% of last 3 years’ Average Net Profit. Hence, the Company has not spent anyamount for the CSR activities.

14. Subsidiary, Joint-venture and Associate Companies

As on March 31, 2016, Company has one Subsidiary Company namely Maurigo Pte. Ltd., Singapore. The audited financial statementsof the Subsidiary Company will be available for inspection during business hours at the Registered Office of the Company. Further, thefinancial highlights of Subsidiary Company are part of this Report as prescribed in Form AOC-1.

The Company will also make these documents available upon request by any Member of the Company interested in obtaining thesame. The separate audited financial statements in respect of each of the subsidiary companies are also available on the website ofthe Company at www.gokulagro.com

15. Deposits

Pursuant to Section 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, the Companyhas not accepted or renewed any public deposits during the year.


AGRO RESOURCES LTD.

16. Auditors

Statutory Auditors

M/s. Surana Maloo& Co., Chartered Accountants (Firm Registration No. 112171W), are the Statutory Auditors of the Company. Membersof the Company at the First Annual General Meeting held on September 8, 2015 had approved the appointment of M/s. SuranaMaloo & Co., Chartered Accountants (Firm Registration No. 112171W) as the Statutory Auditors for a period of 5 financial years i.e.,upto the conclusion of 6th Annual General Meeting to be held in the year 2020. As required by the provisions of the Companies Act,2013, their appointment should be ratified by members each year at the AGM. Accordingly, requisite resolution forms part of thenotice convening the 2nd Annual General Meeting of the Company.

Cost Auditors

As per Section 148(3) of the Companies Act, 2013 and Rule 14 of the Companies (Audit & Auditors) Rules, 2014 the Company isrequired to have the audit of its cost records conducted by a Cost Accountant in practice. In this connection, the Board of Directors ofthe Company has on the recommendation of the Audit Committee, approved the appointment of M/s Priyank Patel & Associates,Cost Accountants, Ahmedabad (Firm Registration No. 103676) as the Cost Auditors of the Company for the year ending March 31,2017, at a remuneration as may be decided by the Board of Directors. M/s Priyank Patel & Associates, Cost Accountants, Ahmedabadhave vast experience in the field of cost audit and have conducted the audit of the cost records of the Company for the past severalyears under the provisions of the Companies Act, 2013.

Secretarial Auditors

The Board, pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014, has appointed M/s Samdani Shah & Associates, Company Secretaries, as the Secretarial Auditorsof the Company to conduct the Secretarial Audit as per the provisions of the said Act for the Financial Year 2015-16. The SecretarialAudit Report for the FY 2015-16 is annexed to this Directors’ Report.

Accordingly, the Company has re-appointed M/s Samdani Shah & Associates, Company Secretaries, as Secretarial Auditor of theCompany in the Board Meeting dated June 10, 2016 to conduct Secretarial Audit for Financial Year 2016-2017.

17. Vigil Mechanism

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees toreport instances of unethical behaviour, actual or suspected fraud or violation of Company’s Code of Conduct to the management.Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances andprovide for adequate safeguards against victimization of the Whistle Blower who avails of such mechanism and also provides fordirect access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by theAudit Committee from time to time. No whistle blower has been denied access to the Audit Committee of the Board. The WhistleBlower Policy/Vigil Mechanism is available on the website of the Company.

18. Sexual Harassment of Women at Workplace

There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the SexualHarassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

19. Management Discussion And Analysis Report

Your attention is drawn to the perception and business outlook of your management for your Company for current year and for theindustry in which it operates including its position and perceived trends in near future. The Management Discussion and AnalysisReport, as required under Regulations 34 of the SEBI (LODR) Regulations, 2015 with the Stock Exchange is attached and forms part ofthis Directors’ Report.

20. Auditors’ Report and Secretarial Report

The Auditors’ Report and Secretarial Auditors’ Report do not contain any qualifications, reservations or adverse remarks. Report ofthe Secretarial Auditor is given as an Annexure which forms part of this report.

21. Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments by Company under the provisions of Section 186 of the Companies Act, 2013, duringthe year under review, are provided in Note No. 14 to the Standalone Financial Statements.

22. Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with properexplanation relating to departures, if any;


AGRO RESOURCES LTD.

b) That such accounting policies have been selected and applied consistently and judgments and estimates have been made thatare reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial yearand of the profit of the Company for that period;

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) That the annual financial statements are prepared on a going concern basis;

e) That proper internal financial controls were in place and that such internal financial controls were adequate and were operatingeffectively;

f) That proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate andoperating effectively.

23. Familiarization Program for Independent Directors

The Directors were introduced to all the Board members and the senior management personnel as Chief Financial Officer, CompanySecretary and various Department heads individually to know their roles in the organization and to understand the information whichthey may seek from them while performing their duties as a Director.

24. Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and Individual Directorspursuant to the provisions of the Companies Act, 2013 and the Corporate Governance requirements as prescribed by SEBI (ListingObligations and Disclosure Requirements), Regulations 2015 (“SEBI Listing Regulations”).

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria suchas the Board Composition and Structure, Effectiveness of Board Processes, Information and Functioning, etc. The performance of thecommittees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as theComposition of Committees, Effectiveness of Committee Meetings, etc.

The Board in consultation with the Nomination and Remuneration Committee reviewed the performance of the Individual Directorson the basis of the criteria such as the contribution of the Individual Director to the Board and Committee Meetings like preparednesson the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman wasalso evaluated on the key aspects of his role. In a separate meeting of Independent Directors, performance of Non-independentDirectors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views ofExecutive Directors and Non-executive Directors. The same was discussed in the Board Meeting that followed the Meeting of theIndependent Directors, at which the performance of the Board, its Committees and Individual Directors was also discussed. Performanceevaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

25. Related Party Disclosure

All the Related Party Transactions entered into during the Financial Year were on arms’ length basis and were in Ordinary Course ofbusiness. The Company has not entered into any transactions with Related Parties which could be considered material in terms ofSection 188 of the Companies Act, 2013. Thus, the disclosure of the related party transactions as required under section 134(3)(h) ofthe Companies Act, 2013 in Form AOC 2 is not applicable.

26. Risk Management

The Company has formulated the Risk Management Policy which indicates Company’s standards for risk taking while conductingbusiness and to provide an easy-to-access guide any time you have a question. The Risk Management Committee will currently coverMarket Risk, Credit Risk, Process Risk and other risks as detailed in these documents. Each risk is covered within this Policy. This Policywill apply across all products, throughout the firm.

27. Corporate Governance

The Company is committed to the adoption of best Corporate Governance practices and the management is of the view that a goodCorporate Governance policy is one which results in the control of the Company in a regular manner, which makes managementtransparent, ethical, accountable and fair resulting in enhanced shareholders’ value. The management is pleased to provide detaileddisclosures of specific matters forming part of guidelines for Corporate Governance. The said report forms part of this report.

28. Extracts of Annual Return

As required under the provisions of sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013 readwith Rule 12 of the Companies (Management and Administration) Rules 2014, the extract of Annual Return in Form No. MGT 9 formspart of this report.


AGRO RESOURCES LTD.

29. Disclosure Requirements

As per SEBI Listing Regulations, Corporate Governance Report with Auditors’ Certificate thereon and Management Discussion andAnalysis are attached, which forms part of this report.

30. Conservation of Energy, Technology Absorption and Foreign Exchange Earning / Outgo

Information relating to Conservation of Energy, Technology and Foreign Earning and Outgo, as required under Section 134(3)(m) ofthe Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 forms part of this report.

31. Particular of Employees

The ratio of remuneration of each Director to the median employee’s remuneration and other details in terms of Section 197(12) ofthe Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 forms part of this report.

The details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel), 2014 is not applicable as there is no employee (except Managing Director, CFO, CEO and CS)in the Company employed throughout the financial year with salary above ` 60 Lacs per annum or employed in part of the financialyear with average salary above ` 5 Lacs per month.

Further, there is no employee employed throughout the financial year or part thereof, who was in receipt of remuneration of inaggregate is in excess of that drawn by the Managing Director or Whole-time Director or Manager and holds, by himself or along withhis spouse and dependent children, not less than two per cent (2%) of the Equity Shares of the Company.

33. Acknowledgements

The members of the Board of Directors wish to place on record their sincere appreciation for the devoted services rendered by all theemployees and the continued co-operation and confidence of shareholders. The Board expresses their sincere thanks to the Bankers,Government and Semi-Government Authorities, Esteemed Customers, Suppliers, Business Associates and all other well wishers fortheir consistent contribution at all levels to ensure that the Company continues to grow and excel.

For & By order of the Board,Gokul Agro Resources Ltd.

Kanubhai J. Thakkar Jayesh k. ThakkarDate : August 12, 2016 Managing Director Jt. Managing DirectorPlace : Ahmedabad DIN-00315616 DIN-03050068


AGRO RESOURCES LTD.

FORM No. MGT-9Extract of Annual Return as on theFinancial Year ended March 31, 2016[Pursuant to section 92(3) of the Companies Act, 2013 andRule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. Registration and Other Details

Sr. No. Particulars Details

1 CIN U15142GJ2014PLC080010

2 Registration Date July 3, 2014

3 Name of the Company Gokul Agro Resources Limited

4 Category / Sub-category of the Company Public Company Limited by Shares/ Indian Non-GovernmentCompany

5 Address of Registered Office & Contact Details B – 402, Shapath Hexa, Nr. Ganesh Meridian, Opp. Gujarat HighCourt, Sola, Ahmedabad – 380 060

6 Whether Listed Company Yes, BSE and NSE

7 Name, Address and Contact Details of Link Intime India Pvt. Ltd.,Registrar & Transfer Agent, if any Unit 303, 3rd floor, Shoppers Plaza V, Opp. Municipal Market,

Behind Shoppers Plaza II, Off C. G. Road, Ahmedabad, Gujarat-380009

II. Principal Business Activities of the CompanyAll the business activities contributing 10% or more of the total turnover of the Company shall be stated:

SL No Name & Description of main products / NIC Code of the % to total turnoverservices Product /service of the company

1 Manufacture of Edible / Non-Edible Oils and Fats 104 100%

Particulars of Holding, Subsidiary and Associate Companies

Sr. No. Name and Address of the Company CIN/GLN Holding/ Subsidiary % of Applicable/Associate shares held Section

1 Maurigo Pte Ltd. - Subsidiary 100 2(87)(ii)

III. Share Holding Pattern (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Category of Shareholders No of Shares held at No of Shares held at % Changethe beginning of the year the end of the year during

(April 01, 2015) (March 31, 2016) this yearDemat Physical Total % of Demat Physical Total % of

Total TotalShares Shares

Shareholding of Promoter and Promoter Group

Indian

Individual/HUF - - - - 8,11,62,272 - 8,11,62,272 61.54 -

Central Govt. - - - - - - - - -

State Govt.(s) - - - - - - - - -

Bodies Corp. - 50,000 50,000 100 1,70,62,500 - 1,70,62,500 12.94 -

Banks/ FI - - - - - - - - -

Any Other - - - - - - - - -

Sub-total (A)(1) - 50,000 50,000 100 9,82,24,772 - 9,82,24,772 74.47 -


AGRO RESOURCES LTD.

Category of Shareholders No of Shares held at No of Shares held at % Changethe beginning of the year the end of the year during

(April 01, 2015) (March 31, 2016) this yearDemat Physical Total % of Demat Physical Total % of

Total TotalShares Shares

Foreign -

NRIs Individuals - - - - - - - - -

Other Individuals - - - - - - - - -

Bodies Corp - - - - - - - - -

Banks / FI - - - - - - - - -

Any Other - - - - - - - - -

Sub-total (A)(2) - - - - - - - - -

Total shareholding of Promoter (A) = (1)+(2) - 50,000 50,000 100 - 9,82,24,772 74.47 -

Public Shareholding

Institutions

Mutual Funds - - - - - - - - -

Banks / FI - - - - 10,00,000 - 10,00,000 0.76 -

Central Govt - - - - - - - - -

State Govt(s) - - - - - - - - -

Venture Capital Funds - - - - - - - - -

Insurance Companies - - - - - - - - -

FIIs - - - - - - - - -

Foreign Venture Funds - - - - - - - - -

Others (specify) - - - - - - - - -

Sub-total (B)(1) - - - - 10,00,000 - 10,00,000 0.76 -

Non- institutions - - - - - - - - -

Bodies Corp. - - - - - - - - -

Indian - - - - - - - - -

Overseas - - - - - - - - -

Individuals - - - - - - - - -

i. Individual shareholders holding nominal - - - - 23,03,311 - 23,03,311 1.75 -share capital upto ` 2 Lacs

ii. Individual shareholders holding nominal - - - - 74,84,847 - 74,84,847 5.67 -share capital in excess of ` 2 Lacs

Others (specify)

i. HUF - - - - 1,01,285 - 1,01,285 0.08 -

ii. NRI (Non Repat) - - - - 2,73,460 - 2,73,460 0.21 -

iii. NRI (Repat) - - - - 17,019 - 17,019 0.01 -

iv. Office Bearers - - - - 22,169 - 22,169 0.02 -

v. Clearing Member - - - - 15,10,824 - 15,10,824 1.14 -

vi. Bodies Corporate - - - - 2,09,57,313 - 2,09,57,313 15.89 -

Sub-total (B)(2) - - - - - -

Total Public Shareholding (B)= (1)+(2) - - - - 3,36,70,228 - 3,36,70,228 25.53 -

Shares held by Custodian for GDRs & ADRs - - - - - - - - -

Grand Total (A+B+C) - 50,000 50,000 100 13,18,95,000 13,18,95,000 100 -


AGRO RESOURCES LTD.

ii) Shareholding of Promoters

Sr. Name of promoter Shareholding at the Shareholding at the % Change inNo. beginning of the year end of the year shareholding

(April 01, 2015) (March 31, 2016) during the yearNo. of % of total % of shares No. of % of total % of sharesShares shares Pledged / Shares shares of Pledged /

of the encumbered of the encumberedCompany to total shares Company to total shares

1 Gokul Refoils and 50,000 100 - - - - 100Solvent Limited

2 Balvantsinh Rajput - - - 2,10,74,515 15.98 5.69 15.98

3 Kanubhai Thakkar - - - 2,08,58,788 15.81 5.69 15.81

4 Bhikhiben Rajput - - - 1,89,52,500 14.37 - 14.37

5 Manjulaben Thakkar - - - 1,84,65,000 14.00 - 14.00

6 Dharmendrasinh Rajput - - - 9,17,704 0.70 - 0.70

7 Jayesh Thakkar - - - 6,23,765 0.47 - 0.47

8 Hansaben Rajput - - - 2,70,000 0.20 - 0.20

9 Profitline Securities - - - 91,87,500 6.97 - 6.97Private Limited

10 Shantiniketan Financial - - - 78,75,000 5.97 - 5.97Services Private Limited

iii) Change in Promoters’ Shareholding

Sr. Name Shareholding at Date wise Increase / Decrease Cumulative Shareholding atNo the beginning of the in Promoters Shareholding Shareholding the end of the year

year (April 01, 2015) during the year (March 31, 2016)

No. of % of total Increase / No. of % of total No. of % of totalShares shares Date Decrease Reason Shares shares Shares shares

of the of the of theCompany Company Company

1 Gokul Refoils and Solvent 50,000 100 12.06.2015 Decrease On Account of 50,000 100 - -Limited Demerger

2 Balvantsinh Rajput - - 28.09.2015 Increase Allotment On 2,10,74,515 15.98 2,10,74,515 15.98Account ofDemerger

3 Kanubhai Thakkar - - 28.09.2015 Increase Allotment On 2,08,58,788 15.81 2,08,58,788 15.81Account ofDemerger

4 Bhikhiben Rajput - - 28.09.2015 Increase Allotment On 1,89,52,500 14.37 1,89,52,500 14.37Account ofDemerger

5 Manjulaben Thakkar - - 28.09.2015 Increase Allotment On 1,84,65,000 14.00 1,84,65,000 14.00Account ofDemerger

6 Dharmendrasinh Rajput - - 28.09.2015 Increase Allotment On 9,17,704 0.70 9,17,704 0.70Account ofDemerger

7 Jayesh Thakkar - - 28.09.2015 Increase Allotment On 6,23,765 0.47 6,23,765 0.47Account ofDemerger

8 Hansaben Rajput - - 28.09.2015 Increase Allotment On 2,70,000 0.20 2,70,000 0.20Account ofDemerger


AGRO RESOURCES LTD.

iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):


year / Date of allotment during the year (March 31, 2016)September 28, 2015



1 Mentor Capital Limited 38,55,821 2.92 31.03.16 18 Purchase 38,55,839 2.92 38,55,839 2.92

2 Amit Capital and Securities - - 31.03.16 30,41,767 Purchase 30,41,767 2.31 30,41,767 2.31Private Limited

3 Mehrangarh Financial 21,50,361 1.63 - No - 21,50,361 1.63 21,50,361 1.63Advisors Private Limited movement

4 Shriram Credit Company 17,95,465 1.36 - No - 17,95,465 1.36 17,95,465 1.36Limited movement

5 South City Projects - - 31.03.16 16,85,000 Purchase 16,85,000 1.28 16,85,000 1.28(Kolkata) Limited

6 Anand Rathi Capital 12,86,543 0.98 31.03.16 2,95,520 Purchase 15,82,063 1.20 15,82,063 1.20Advisors Private Limited

7 Kaizen Finstock - - 31.03.16 15,00,000 Purchase 15,00,000 1.14 15,00,000 1.14Private Limited

8 General Insurance 10,00,000 0.76 - No - 10,00,000 0.76 10,00,000 0.76Corporation of India movement

9 Jayantilal Prabhuram 10,00,000 0.76 - No - 10,00,000 0.76 10,00,000 0.76Thakker movement

10 Kaizen Comtrade LLP - - 31.03.16 10,00,000 Purchase 10,00,000 0.76 10,00,000 0.76

11 Shankarlal Ratnabhai 10,00,000 0.76 - No - 10,00,000 0.76 10,00,000 0.76Patel movement

v) Shareholding of Directors and Key Managerial Personnel:


year (April 01, 2015) during the year (March 31, 2016)



1 Mr. Balvantsinh Rajput - - 28.09.2015 Increase Allotment 2,10,74,515 15.98 2,10,74,515 15.98Chairman

2 Mr. Kanubhai Thakkar - - 28.09.2015 Increase Allotment 2,08,58,788 15.81 2,08,58,788 15.81Managing Director

3 Mr. Piyushchandra Vyas - - 28.09.2015 Increase Allotment 300 0.00 300 0.00


AGRO RESOURCES LTD.

IV. Indebtedness

Indebtedness of the Company including interest outstanding/accrued but not due for payment (`̀̀̀̀ In Lacs)

Particulars Secured Loans Unsecured Deposits Totalexcluding Deposits Loans Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 22,466.90 2500.00 - 24,966.96

ii) Interest due but not paid - - - -

iii) Interest accrued but not due - - -

Total (i+ii+iii) 22,466.90 2500.00 - 24,966.96

Change in Indebtedness during the financial year - - - -

Addition 20,050.54 - - 20,050.54

Reduction - - - -

Indebtedness at the end of the financial year

i) Principal Amount 42,517.50 2500.00 - 45,017.50

ii) Interest due but not paid - - - -

iii) Interest accrued but not due - - - -

Total (i+ii+iii) 42,517.50 2500.00 - 45,017.50

VI. Remuneration of Directors and Key Managerial Personnel

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: (`̀̀̀̀ In Lacs)

Sr. No. Particulars of Remuneration Name of Managing Director Total Amount

Mr. Kanubhai Thakkar

1. Gross Salary 72.00 72.00

(a) Salary as per provisions contained in -Section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax -Act, 1961

(c) Profits in lieu of salary under section 17(3) - -Income-tax Act, 1961

2. Stock Option - -

3. Sweat Equity - -

4. Commission - as % of profit - others, specify - -

5. Others, please specify - -

Total (A) 72.00 72.00

Ceiling as per the Act 123.90 123.90


AGRO RESOURCES LTD.

B. Remuneration to other Directors:

(1) Independent Directors (`̀̀̀̀ in Lacs)

Particulars of Remuneration Name of Directors TotalAmount

Mr. Piyushchandra Prof. Dr. Dipooba Mr. KaransinhjiVyas Devada Mahida

Fee for attending Board / Committee Meetings 0.60 0.60 0.60 1.80

Commission - - - -

Others, please specify - - - -

Total B(1) 0.60 0.60 0.60 1.80

(2) Other Non-Executive Directors

Particulars of Remuneration Mr. Bipinkumar Thakkar

Fee for attending Board / Committee Meetings 0.12

Commission -

Others, please specify -

Total B(2) 0.12

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD (`̀̀̀̀ in Lacs)

Sr. No. Particulars of Remuneration Key Managerial Personnel Total -CEO Group CFO Company

CFO Secretary

1 Gross salary Mr. Hitesh Mr. Mahesh Mr. Manish Ms. ChinarThakkar Kumar Agrawal Kella Jethwani

(a) Salary as per provisions contained in 19.71* 7.50^ 18.95** 3.15** 49.31section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-taxAct, 1961

(c) Profits in lieu of salary under section 17(3)Income-tax Act, 1961

2 Stock Option - - - -

3 Sweat Equity - - - -

4 Commission - - - -

- as % of profit - - - -

- others, specify - - - -

5 Others, please specify - - - -

Total 19.71# 7.50# 18.95# 3.15# 49.31

^ Remuneration for the period of 3 months from April 2015 to June 2015* Mr. Hitesh Thakkar was appointed as CEO w.e.f. August 12, 2015; thus, the above comprises of the salary paid from August

2015 to March 2016.** Mr. Manish Kella and Ms. Chinar Jethwani were appointed as CFO and CS respectively w.e.f. June 1, 2015; thus, the above

comprises of the salary paid from June 2015 to March 2016.# The above amount is actual payment made to the KMP after the requisite deductions.


AGRO RESOURCES LTD.

VII. Penalties/Punishment/Compouding of Offences:

Type Section Brief Details of Authority Appeal made,of the Description Penalty /Punishment [RD / NCLT if any

Companies / Compounding / COURT] (give Details)Act fees imposed

A. COMPANY

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

B. DIRECTORS

Penalty - - - - -



C. OTHER OFFICERS IN DEFAULT

Penalty - - - - -



For & By order of the Board,Gokul Agro Resources Ltd.

Kanubhai J. Thakkar Jayesh K. ThakkarDate : August 12, 2016 Managing Director Jt. Managing DirectorPlace : Ahmedabad DIN-00315616 DIN-03050068


AGRO RESOURCES LTD.

To,The Members,GOKUL AGRO RESOURCES LIMITED

We have conducted the secretarial audit of the compliance ofapplicable statutory provisions and the adherence to good corporatepractices by GOKUL AGRO RESOURCES LIMITED (hereinafter referredto as the Company). Secretarial Audit was conducted in a mannerthat provided us a reasonable basis for evaluating the corporateconducts/ statutory compliances and expressing our opinionthereon.

Based on our verification of the GOKUL AGRO RESOURCES LIMITED(books, papers, minute books, forms and returns filed and otherrecords maintained by the Company and also the informationprovided by the Company, its officers, agents and authorizedrepresentatives during the conduct of secretarial audit. We herebyreport that in our opinion, the Company has, during the audit periodcovering the financial year ended on 31.03.2016, complied with thestatutory provisions listed hereunder and also that the Companyhas proper Board-processes and compliance-mechanism in placeto the extent, in the manner and subject to the reporting madehereinafter:

We have examined the books, papers, minute books, forms andreturns filed and other records maintained by GOKUL AGRORESOURCES LIMITED (“the Company”) for the financial year endedon 31.03.2016 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) andthe rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-lawsframed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules andregulations made there under to the extent of Foreign DirectInvestment, Overseas Direct Investment and ExternalCommercial Borrowings;

(v) The following Regulations and Guidelines prescribed under theSecurities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (SubstantialAcquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibitionof Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Issue of Capitaland Disclosure Requirements) Regulations, 2009.

(d) The Securities and Exchange Board of India (EmployeeStock Option Scheme and Employee Stock PurchaseScheme) Guidelines, 1999 (Not Applicable during AuditPeriod);

(e) The Securities and Exchange Board of India (Issue andListing of Debt Securities) Regulations, 2008 (NotApplicable during Audit Period);

ANNEXURES TO THE DIRECTORS’ REPORTForm No. MR-3SECRETARIAL AUDIT REPORTFor the Financial Year Ended 31.03.2016[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

(f) The Securities and Exchange Board of India (Registrars toan Issue and Share Transfer Agents) Regulations, 1993regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting ofEquity Shares) Regulations, 2009 (Not Applicable duringthe Audit Period); and

(h) The Securities and Exchange Board of India (Buyback ofSecurities) Regulations, 1998 (Not Applicable during theAudit Period);

(i) The Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations,2015

(J) Laws specifically applicable to the industry to which thecompany belongs, as identified by the management, thatis to say:

1. Food Safety and Standards Authority of India

2. Prevention of Food and Adulteration Act

3. The Edible Oils Packaging (Regulation) Order, 1998

4. Essential Commodities Act, 1955 (in relation to food)

5. Packaging and Labeling Regulations

6. Weights and Measurement Act

7. Legal Metrology Act

8. Gujarat Pollution Control Board (EnvironmentPollution Act)

We have also examined compliance with the applicable clauses ofthe following:

(i) Secretarial Standards issued by The Institute of CompanySecretaries of India:

(ii) The Listing Agreements entered into by the Company with StockExchange(s)

During the period under review the Company has complied withthe provisions of the Act, Rules, Regulations, Guidelines, Standards,etc. mentioned above subject to the following observations: None

We further report that

The Board of Directors of the Company is duly constituted withproper balance of Executive Directors, Non-Executive Directors andIndependent Directors. The changes in the composition of the Boardof Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the BoardMeetings, agenda and detailed notes on agenda were sent at leastseven days in advance, and a system exists for seeking and obtainingfurther information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’views are captured and recorded as part of the minutes.

We further report that there are adequate systems and processesin the company commensurate with the size and operations of the


AGRO RESOURCES LTD.

company to monitor and ensure compliance with applicable laws,rules, regulations and guidelines.

We further report that

1. During the year under review, the Hon’ble High Court of Gujarathad, vide its order dated 12th June, 2015 sanctioned theComposite Scheme of Arrangement between Gokul Refoils AndSolvent Ltd., Gokul Agro Resources Ltd and Gokul AgriInternational Ltd and their respective shareholders andcreditors (‘the Scheme’).

The Scheme, with effect from 1st July, 2015 inter alia, provided forDemerger of the Gandhidham Unit of Gokul Refoils And Solvent Ltdcomprising the undertaking, businesses, activities, operations, assets(moveable and immoveable) and liabilities.

Upon the Scheme coming into effect and in consideration of thetransfer and vesting of the Gandhidham Unit of Gokul Refoils AndSolvent Ltd into the Company, in terms of the Scheme, the equityshareholders of Gokul Refoils And Solvent Ltd whose namesappeared in the Register of Members of Gokul Refoils And SolventLtd as on the Record Date i.e. 26th September, 2015 (“EligibleShareholders of Gokul Refoils And Solvent Ltd ”) were entitled forallotment of 1 (one) equity share in Gokul Agro Resources Ltd of`2/- each credited as fully paid-up for every 1 (one) equity share of

‘Annexure A’

TO,THE MEMBERS,GOKUL AGRO RESOURCES LIMITED

Our Secretarial Audit Report of even date is to be read along with this letter.

Management’s Responsibility

It is the responsibility of the management of the Company to maintain secretarial records, devise proper systems to ensure compliancewith the provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate effectively.

Auditor’s Responsibility

Our responsibility is to express an opinion on these secretarial records, standards and procedures followed by the Company with respectto secretarial compliances.

We believe that audit evidence and information obtain from the Company’s management is adequate and appropriate for us to provide abasis for our opinion.

Wherever required, we have obtained the management representation about the compliance of laws, rules and regulations and happeningof events etc.

Disclaimer

The Secretarial Audit Report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness withwhich the management has conducted the affairs of the Company.

Chirag ShahPartnerSamdani Shah & Associates

Place : Ahmedabad FCS No. 5545Date : 12Th August, 2016 C P No.: 3498

Re.2/- each fully paid-up held by such equity shareholder in GokulRefoils And Solvent Ltd.

Accordingly, 13,18,95,000 Equity Shares of ` 2/- each of theCompany were issued and allotted to the Eligible Shareholders ofGokul Refoils And Solvent Ltd on 28th September, 2015. Further,pursuant to the scheme existing holding of 5,00,000 Equity Sharesof ` 2 each of Gokul Agro Resources Ltd. in the Company wasextinguished and cancelled.

The Equity Shares of the Company so issued pursuant to the Schemewere listed and admitted for trading on BSE Limited (“BSE”) andNational Stock Exchange of India Limited (“NSE”) with effect from11th March, 2016

Further Report that pursuant to scheme of demerger MAURIGO PTELTD (Singapore) has became wholly owned subsidiary of thecompany.

Chirag ShahPartnerSamdani Shah & Associates

Place : Ahmedabad FCS No. 5545Date : 12Th August, 2016 C P No.: 3498This report is to be read with our letter of even date which is annexedas Annexure A and forms an integral part of this report.


AGRO RESOURCES LTD.

ANNEXURES TO THE DIRECTORS’ REPORT

PARTICULARS UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (ACCOUNTS) RULES, 2014 FOR THEYEAR ENDED ON MARCH 31, 2016.

A) Conservation of Energy

a) Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximumpossible savings of energy is achieved.

b) Additional investments and proposals, if any, being implemented for reduction in consumption of energy: Manufacturing processimprovements to reduce overall cycle.

c) Impact of measures a) and b) above for reduction of energy consumption and consequent impact on the cost of production ofgoods: As mentioned in Form-A.

d) Total energy consumption and energy consumption per unit of production: As mentioned in Form-A.

B) Technology Absorption

Company’s products are manufactured by using in-house know how and no outside technology is being used for manufacturingactivities. Therefore no technology absorption is required.

C) Foreign Exchange Earnings and Outgo (` in Lacs)

Particulars Year ended Year ended2015-16 2014-15

1) Total Foreign Exchange used 1,75,340.31 -

2) Total Foreign Exchange earned 67,916.66 -

Form A for disclosure of particulars with respect of conservation of Energy (` in Lacs)

A. Power & Fuel Consumption 2015-16 2014-15

1. Electricity

Purchased Unit (Quantity in Lacs) 204.69 53.19

Total Cost (Rs. in Lacs) 1727.55 438.44

Rate/unit (Rs.) 8.44 8.24

Purchased through IEX for open Access

Purchased Unit (Quantity in Lacs) 42.60 -

Total Cost (Rs. in Lacs) 327.49 -

Rate/Unit Rs. 7.69 -

2. Generation through Captive Power facilities

Through Stream turbine (units in Lacs) 41.26 12.83

Total cost of lignite (Rs. in Lacs) 677.93 188.37

Cost /Unit (Rs.) 16.41 14.68

3. Own Generation

Through diesel generating units (in Lacs) 0.13 0.093

Units generated per liter of diesel Oil 3.50 3.50

Cost / Unit (Rs) 17.14 16.58

Through Wind Mill effective units (in Lacs) 83.80 14.86

Cost/ Unit (Rs) 6.30 6.58


AGRO RESOURCES LTD.

Consumption of other Fuel 2015-16 2014-15

1. Lignite for Boilers

Quality in Tons 40092.00 11049.00

Total Cost (Rs. in lacs) 1285.75 384.28

Average rate per ton (Rs.) 3207.00 3478.00

2. Furnace Oil (other than for Electricity)

Quantity in KL 5.744 43.18

Total cost in Rs. Lacs 1.58 18.78

Average rate per litre (Rs.) 27.56 43.50

Consumption per Metric Ton of Production

1. Electricity 376.85 -

2. Lignite 360.10 -

3. Diesel oil/ Furnace oil 0.70 -


AGRO RESOURCES LTD.

ANNEXURE TO THE DIRECTORS REPORT[Information pursuant to Section 197 of the Companies Act, 2013 read withRule 5 (q) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

1. The ratio of remuneration of each Director to the median remuneration of the employee of the Company for the Financial Year 2015-16 and the percentage of increase in remuneration of each Director, CFO, CEO, CS in the Financial Year 2015-16: (` in Lacs)

Name of Director / KMP Remuneration of Ratio of Remuneration % increase inDirector / KMP for to median remuneration remuneration in

the FY 2015-16 of employees the FY 2015-16Executive Director:Mr. Kanubhai Thakkar 72.00 54.96 NilNon-Executive Directors:Mr. Balvantsinh Rajput Nil Nil NilMr. Bipinkumar Thakkar Nil Nil NilMr. Piyushchandra Vyas Nil Nil NilDr. Dipooba Devada Nil Nil NilMr. Karansinhji Mahida Nil Nil NilKey Managerial Personnel:Mr. Hitesh Thakkar (CEO)* 19.71 15.05 NilMr. Mahesh Kumar Agrawal (Group CEO & CFO)^ 7.50 NilMr. Manish Kella (CFO)** 18.95 14.47 NilMs. Chinar Jethwani (CS)** 3.15 2.40 Nil

^ Remuneration from April 2015 to June 2015* Appointment of CEO w.e.f. August, 2015** Appointment of CFO & CS w.e.f. June, 2015

2. The median remuneration of employees of the Company during the year under review was ` 1.31 Lacs3. The increase in remuneration of Directors and Key Managerial Personnel during the financial year 2015-16 is provided in the table

above.4. The percentage increase in the median remuneration of employees of the Company during the financial year: N.A.5. The number of permanent employees on the rolls of Company: 715 as on March 31, 2016.6. The explanation on the relationship between average increase in remuneration and Company performance:

The increase in the remuneration of median employees of the Company is in relation with the industrial standards of similar field.7. Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:

The members of the Company had in the 1st Annual General Meeting of the Company held on September 8, 2015 approved to payremuneration to Mr. Kanubhai Thakkar within the limits as prescribed under Schedule V of the Companies Act, 2013. Thus theremuneration paid is pursuant to the approval received.

8. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year andprevious financial year:As the Equity Shares of the Company got listed on the BSE and NSE w.e.f. March 11, 2016; no data is available for previous financialyear, and hence, comparison with respect to the market capitalization is not possible.

9. Percentage increase or decrease in the market quotations of shares of the Company in comparison to the rate at which the Companycame out with the last public offer: N.A.

10. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial yearand its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there areany exceptional circumstances for increase in the managerial remuneration:N.A.

11. Comparison of remuneration of each Key Managerial Personnel against the performance of the Company: During the year underreview, there were no increments in the salaries of employees.

12. The key parameters for any variable component of remuneration availed by the Directors: N.A.13. The median ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive

remuneration in excess of the highest paid Director during the year: N.A14. The Company affirms remuneration is as per the Remuneration Policy of the Company.


AGRO RESOURCES LTD.

ANNEXURE TO THE DIRECTORS REPORTFORM NO. AOC.1Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)Part “A”: Subsidiaries

(` in Lacs)

Sr. No. 1Name of the subsidiary Maurigo Pte Limited

Reporting period for the subsidiary concerned, if different from the holding company’s reporting period 31/03/2016

Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of US$foreign subsidiaries

Exchange Rate 1 US$ = 66.255 INR

Share Capital 1325.10

Reserves & surplus N.A

Total assets 6070.81

Total Liabilities 6070.81

Investments N.A

Turnover N.A

Profit/(Loss) before taxation (489.48)

Provision for taxation (4.05)

Profit/(Loss) after taxation (485.43)

Proposed Dividend N.A

% of shareholding N.A

Notes: The following information shall be furnished at the end of the statement:1. Names of subsidiaries which are yet to commence operations2. Names of subsidiaries which have been liquidated or sold during the year.

Part “B”: Associates and Joint VenturesStatement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

Name of Associates/Joint Ventures Name 1 Name 2 Name 3

1. Latest audited Balance Sheet Date N.A N.A N.A

2. Shares of Associate/Joint Ventures held by the company on the year end N.A N.A N.A

No. - - -

Amount of Investment in Associates/Joint Venture - - -

Extend of Holding % - - -

1. Names of associates or joint ventures which are yet to commence operations.2. Names of associates or joint ventures which have been liquidated or sold during the year.Note : This Form is to be certified in the same manner in which the Balance Sheet is to be certified.

As per our report of even date attached

For Surana Maloo & Co.Chartered AccountantsFRN-112171W

Sunil MalooPartnerMembership No:138564

10th June, 2016Ahmedabad

For and On Behalf of the Board

Kanubhai J. ThakkarManaging Director

Jayeshkumar K. ThakkarDirector

Manish P. KellaChief Financial Officer

Chinar R. JethwaniCompany Secretary10th June, 2016Ahmedabad


AGRO RESOURCES LTD.

ANNEXURE TO THE DIRECTORS’ REPORTMANAGEMENT DISCUSSION AND ANALYSIS REPORT

Industry Structure & Development

The Indian Edible Oil Industry is highly fragmented with extreme variation in the consumption pattern of Indian consumers of Edible Oil.Apart from cooking, edible oils can be used for a number of other uses and have applications in different industries.

The Indian Edible Oil market continues to be under penetrated and thereby holds immense business opportunities. Vegetable Oilconsumption has increased due to rise in overall household income, surging retail sector, increasing health awareness, growing populationand increasing demand. However, increasing demand has not matched with the level of production and thereby facilitating the imports ofEdible Oil in the Country. The Indian Edible Oil market is the fourth largest in the world after U.S.A, China and Brazil and accounts foraround 9 percent of the world’s oil seed production.

Provided the positive macro and demographic fundamentals, the Edible Oil market has a favorable demand growth outlook over themedium-to-long term. The Indian Edible Oil market is expected to witness robust expansion in the near future. However, rising Edible Oilprices and low yield per hectare are expected to be the challenges for this sector. Mergers and Acquisitions are a major trend in the IndianEdible Oil Industry.

Strengths/Opportunities

1. A well established supplier in the edible oil segment, in operation for over three decades manufacturing a diverse range of edible oilscovering refined castor oil, Soyabean oil, palm oil, sunflower oil, cottonseed oil, groundnut oil and other vegetable oils.

2. The promoters are having more than three decades of experience in the business of edible as well as non-edible oils.

3. The Company has popular and well established brands, Zaika and Vitalife which are the leading brands in the respective segmentsacross the country.

4. The Company is having an integrated and modern State of the Art refinery located in the District of Anjar, Kutch which incorporatesSTATE-OF-THE ART refining equipments. The integrated infrastructure includes in-house plants for manufacturing tins, jars, bottlesand corrugated boxes supported by in-house fleet of trucks which reduces the overall cost of production and operations.

5. The Company has certification of ISO 22000-2005 (Food Safety Management Certification System by BBQI).

6. The Company has its extensive marketing and distribution network which reaches out the customers of 11 states in India.

7. The Company’s focus is on Healthy edible oils which include refined Soyabean oil and vegetable oil as they are more preferred withincreasing health consciousness in the country – edible oil segment is growing at a CAGR of 10% to 15% and as such health friendlyoils are growing at a CAGR of over 20% in India. This creates a big opportunity for the company to make its existing local brandspopular on a national scale.

Weaknesses / Risks

Business Risk

The Edible Oil Industry is exposed to significant threats that arise because of price volatilities, regulatory uncertainties and raw materialavailability concerns. It also faces stiff challenges in marketing its products since there is little product differentiation, and assured off-takeor long-term contracts are few and far between. The industry also has a high credit risk, which arises from its widespread debtor base andthe trading nature of its operations.

Solvent extraction units face huge raw material availability risks since oilseed imports are minimal and largely restricted. Hence, thedomestic extraction industry has to depend solely on the domestic crop, which, in turn, depends on monsoons, crop yields, the area undercultivation, minimum support prices and other financial incentives announced by the government. Apart from its highly seasonal nature,oilseed production fluctuates widely because of these variables.

Moreover, nearly 35 per cent of domestic oil consumption is dependent on imports. Hence, global demand-supply dynamics too have akey bearing on domestic realizations with domestic prices increasingly aligning themselves to international ones. Since international oilprices continue to exhibit highly volatile patterns, they affect domestic players. Although the industry offers a natural hedge to someextent since input and output prices are correlated, any adverse movement in prices could make the business unviable because of theindustry is extremely thin bottom-line. The domestic Edible Oil Industry also faces significant regulatory risks as evident in the Government’s


AGRO RESOURCES LTD.

increasing interventions through frequent changes in customs and excise duty structures and international trade-related regulations (importand export restrictions). These changes have a far-reaching impact on players since the consumers’ high price sensitivity leads to shifts inthe demand pattern among various edible oils. As a result, one oil category often expands at the cost of another.

As a result of all these factors, the industry is currently witnessing a large shakeout with the less efficient players closing shop. Large andorganized players with relevant capabilities and financial strength are, on the other hand, improving their market positions.

Foreign Exchange Earning Risk

GARL foreign currency revenue earnings are significant and any appreciation or depreciation of rupee can have significant impact onrevenues and profitability. GARL has a consistent hedge policy designed to minimize the impact of volatility in foreign exchange fluctuationson the earnings. We evaluate exchange rate exposure arising from these transactions and enter into foreign exchange hedge instrumentsto mitigate risks arising out of movements in the rupee (INR). The hedge program covers a large portion of projected future revenues.Appropriate internal controls are in place for monitoring the hedge program.

Government Policies

The policies announced by the Government have been progressive and are expected to remain likewise in future, and have generally takenan equitable view towards various stakeholders, including domestic farmers, industry, consumers etc. Government policies play an importantrole in the businesses of your Company.

Risk Mitigation Practices

Availability Risk

Industry players maintain adequate stocks to achieve optimal capacity utilization during the offseason, making their operations highlyworking capital-intensive and raising stockholding costs. This practice also increases price risk to some extent, since the industry couldface volatility between the procurement of the inputs and the sale of the outputs, impacting margins. Companies also prefer to be locatedclose to raw material sources. For example, a majority of the solvent extraction units that deal in soya-based oils have capacities inMadhya Pradesh, the country’s soya bowl. Refining units that use imported crude oil as their feedstock, on the other hand, prefer to bebased at a port to also save on logistics costs.

Price Risk

Companies use risk mitigation tools such as agro-commodity futures to manage price risk. Globally, commodity exchanges like the ChicagoBoard of Trade (CBOT) have significantly higher volumes than the equity exchanges in the country, but domestic exchanges have lowvolumes and have traditionally been technologically inferior to their international counterparts. Nationwide commodity exchanges havecome up recently such as the National Commodity and Derivatives Exchange (NCDEX) and Multi-Commodity Exchange (MCX), which aretrying to match international standards of connectivity and scalability. Nevertheless, a significant proportion of domestic players still donot hedge their positions, leading to high volatility in margins. Companies also use forward currency covers for imports and exports tohedge against currency risks.

Besides, big players are looking at branding and retailing of edible oils since this offers higher realizations and greater pricing flexibilitythan bulk oils. This, however, entails considerable investments in a marketing and distribution network and requires a reasonable size ofoperation, which small-unorganized players may not possess.

Regulatory Risk

Some of the Edible Oil players are diversifying their operations across more than one oil category to insulate themselves from any demandsubstitution due to relative duty changes. Also, some companies have set up import-based refining plants in areas that offer tax breakssuch as Kandla Port in Gujarat to save on customs duty, apart from enjoying cost economies because of their proximity to the input source.

Credit Risk

On an average, players provide a credit period of 2 to 4 weeks. While this is specific to a player’s internal credit policy, a high debtorturnover is desirable. Additional incentives such as cash discounts are also a common feature in the business. Companies also enter intoletter of credit-based contracts for exports of DOC and other products.


AGRO RESOURCES LTD.

Risk Management Policy

The Company, by adopting a Risk Management Policy, has ensured the awareness of its standards for risk taking while conducting business.The aim of this policy is not to eliminate risk. It is to assist personnel to manage the risks involved in all activities to maximize opportunitiesand minimize adverse consequences.

Audit and Internal Controls

GARL has well-established processes and clearly-defined roles and responsibilities for people at various levels. This, coupled with adequateinternal information systems embedded in business automation software, ensures proper information flow for the decision-making process.Adherence to these processes is ensured through frequent internal audits. The Executive Committees monitors business operations throughregular reviews of performance vis-à-vis budgets. An extensive program of internal audit conducted by the internal audit team, reviewedby the Audit Committee, and requisite guidelines and procedures augment the internal controls. The internal control system is designed toensure that financial and other records are reliable for preparing financial statements and other information. These procedures ensurethat all transactions are properly reported and classified in the financial records.

Human Assets

Success of any organization depends upon the engagement and motivation levels of its employees. In Human Resources, our emphasis isto give autonomy to people at different levels and create a sense of ownership in order to unleash their potential.

The Human Resources Division is playing a significant role in achieving the overall business objectives by creating a common vision,building capability amongst people and more importantly, with a view to motivating and retaining talent and providing growth opportunitiesfor them in their respective work areas, identified talent has been given new challenges through engagement, mobility and special projects.


AGRO RESOURCES LTD.

ANNEXURE TO THE DIRECTORS’ REPORTCorporate Governance Report

Statement on Company’s Philosophy on Code of Governance

Corporate Governance is an ethically driven business process that is committed to values aimed at enhancing an organization’s wealthgenerating capacity. This is ensured by taking ethical business decisions and conducting business with firm commitment to values, whilemeeting stakeholders’ expectations and long-term sustainable value. At Gokul Agro Resources Ltd., it is imperative that our Companyaffairs are managed in a fair and transparent manner. This is pivotal to gain and retain the trust of our stakeholders.

We, at Gokul Agro Resources Ltd. ensure that we evolve and follow the Corporate Governance guidelines and best practices. We considerit our inherent responsibility to disclose timely and accurate information regarding our Financial Results and performance as well as theleadership and governance of the Company.

The Company not only adheres to the prescribed Corporate Governance practices as per Regulation 27 of the SEBI (Listing Obligations andDisclosure Requirements), Regulations, 2015, but is also committed to sound Corporate Governance principles and practices. It constantlystrives to adopt emerging best practices being followed worldwide. These practices define the way business is conducted and value isgenerated. Stakeholders’ interests are taken into account, before making any business decision.

Board of Directors

• As on March 31, 2016, the Board of Directors of the Company comprised of a Chairman (Non-Executive), 1 Managing Director, 3Independent Directors and 1 Non-Executive Director.

• None of the Directors on the Board hold directorships in more than 10 public companies. Further none of them is a member of morethan 10 committees or chairman of more than 5 committees across all the public companies in which he is a Director. Necessarydisclosures regarding Committee positions in other public companies as on March 31, 2016 have been made by the Directors. Noneof the Directors are related to each other.

• Independent Directors are non-executive directors as defined under Regulation 16(1)(b) of the SEBI Listing Regulations read withSection 149(6) of the Act. The maximum tenure of independent directors is in compliance with the Act. All the Independent Directorshave confirmed that they meet the criteria as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations read with Section149(6) of the Companies Act, 2013.

• The names and categories of the Directors on the Board, their attendance at Board Meetings held during the year and the number ofDirectorships and Committee Chairmanships / Memberships held by them in other public companies as on March 31, 2016 are givenherein below. Other directorships do not include directorships of private limited companies, foreign companies and companies underSection 8 of the Act. Chairmanships / Memberships of Board Committees shall include Audit Committee, Stakeholders’ RelationshipCommittee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Risk Management Committee.

Name DIN Designation Category

Mr. Balvantsinh Rajput 00315565 Chairman Non Executive & Non-Independent

Mr. Kanubhai Thakkar 00315616 Managing Director(w.e.f June 30, 2015) Executive & Non-Independent

Mr. Piyushchandra Vyas 01260934 Independent Director Non-Executive & Independent

Prof. Dr. Dipooba Devada 01849583 Independent Director Non-Executive & Independent

Mr. Karansinhji Mahida 02237323 Independent Director Non-Executive & Independent

Mr. Bipinkumar Thakkar 06782371 Non -Executive Director Non-Executive & Non-Independent

* Mr. Jayesh Thakkar, Mr. Deepak Thakkar and Mr. Hitesh Thakkar resigned from the post of Director w.e.f April 20, 2015.


AGRO RESOURCES LTD.

Name Date of No. of Board Whether No. of No. of Chairmanships/Appointment Meeting during attended last Directorships Memberships in other

the year 2015-16 AGM held on in other Indian PublicSeptember Indian Public Companies

8, 2015 CompaniesNo. of No. of Chairman MemberBoard Board ships ships

Meeting MeetingHeld Attended

*Mr. Jayesh Thakkar 03.07.2014 01 01 No 0 0 0

*Mr. Hitesh Thakkar 03.07.2014 01 01 No 0 0 0

*Mr. Deepak Thakkar 02.02.2015 01 01 No 0 0 0

Mr. Balvantsinh Rajput 20.04.2015 08 05 Yes 3 0 1

Mr. Kanubhai Thakkar 03.07.2014 08 08 Yes 3 1 4

Mr. Piyushchandra Vyas 20.04.2015 08 08 Yes 2 2 2

Prof. Dr. Dipooba Devada 20.04.2015 08 08 Yes 2 0 5

Mr. Karansinhji Mahida 20.04.2015 08 08 Yes 2 2 2

Mr. Bipinkumar Thakkar 20.04.2015 08 08 Yes 2 0 0

• Eight Board Meetings were held during the year and the gap between two meetings did not exceed one hundred and twenty days.

The dates on which the said meetings were held:

April 20, 2015 May 27, 2015 June 30, 2015 August 12, 2015

August 24, 2015 September 28, 2015 January 25, 2016 February 10, 2016

The necessary quorum was present for all the meetings.

• During the year 2015-16, information as mentioned in Schedule II Part A of the SEBI Listing Regulations, has been placed before theBoard for its consideration.

• The terms and conditions of appointment of the Independent Directors are disclosed on the website of the Company. During the year,one meeting of the Independent Directors was held on March 9, 2016. The Independent Directors, inter-alia, reviewed the performanceof non-independent directors, Chairman of the Company and the Board as a whole.

• The Board periodically reviews the compliance reports of all laws applicable to the Company, prepared by the Company.

• Details of equity shares of the Company held by the Directors as on March 31, 2016 are given below:

Name Category No. of shares

Mr. Balvantsinh Rajput Non-Executive Director 2,10,74,515

Mr. Kanubhai Thakkar Managing Director 2,08,58,788

Mr. Piyushchandra Vyas Independent Director 300

Committees of Board

Audit Committee

The Audit Committee of the Company comprised of 4 Directors, namely Mr. Karansinhji Mahida (Independent), Mr. Piyushchandra Vyas(Independent), Prof. Dr. Dipooba Devada (Independent) and Mr. Kanubhai Thakkar. It is constituted in line with the provisions of Regulation18 of SEBI Listing Regulations, read with Section 177 of the Act, 2013.

The role and terms of reference of the Audit Committee cover the matters specified for Audit Committees under Regulation 18 and Part –C of Schedule - II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act,2013.


AGRO RESOURCES LTD.

Two Audit Committee Meetings were held during the year on November 16, 2015 and February 10, 2016. The gap between two Meetingsdid not exceed one hundred and twenty days. Necessary quorum was present for all the meetings.

Name Designation Position in Committee No. of Meetings during the year 2015-16Held Attended

Shri Karansinghji Mahida Independent Director Chairman 2 2

Shri Piyushchandra Vyas Independent Director Member 2 2

Prof. Dr. Dipooba Devada Independent Director Member 2 2

Shri Kanubhai Thakkar Managing Director Member 2 2

The Company Secretary acts as a Secretary to the Committee.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprised of 4 Directors, namely Mr. Piyushchandra Vyas (Independent), Mr. KaransinhjiMahida (Independent), Prof. Dr. Dipooba Devada (Independent), Mr. Kanubhai Thakkar. The Committee’s composition, objectives andterms of reference meet with requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015.

Two Nomination and Remuneration Committee Meetings were held during the year on November 16, 2015 and February 10, 2016. Thegap between two Meetings did not exceed one hundred and twenty days.


Shri Piyushchandra Vyas Independent Director Chairman 2 2

Shri Karansinghji Mahida Independent Director Member 2 2



The Company Secretary acts as a Secretary to the Committee.

Stakeholders’ Relationship Committee

The Stakeholders’ Relationship Committee comprised of 4 Directors namely Mr. Piyushchandra Vyas (Independent), Mr. Karansinhji Mahida(Independent), Prof. Dr. Dipooba Devada (Independent), Mr. Kanubhai Thakkar. The Committee’s constitution, objection and terms ofreference are in line with the provisions of Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations read withSection 178 of the Act, 2013.

Two Stakeholders’ Relationship Committee Meetings were held during the year on November 16, 2015 and February 10, 2016. The gapbetween two Meetings did not exceed one hundred and twenty days.


Shri Piyushchandra Vyas Independent Director Chairman 2 2

Shri Karansinghji Mahida Independent Director Member 2 2



Ms. Chinar Jethwani Company Secretary Investor Relation Officer / 2 2Compliance Officer

Details of investor complaints received and redressed during the year 2015-16 are as follows:

Beginning of the year Received during the year Resolved and disposed during the year Pending at the end of the year

Nil Nil Nil Nil


AGRO RESOURCES LTD.

Annual General Meetings

During the preceding one year, the Company’s First AGM was held at B-402, Shapath Hexa, Nr. Ganesh Meridian, Opp. Gujarat High Court,Sola, Ahmedabad – 380 060. The date and time of Annual General Meeting held during last year, and the special resolution(s) passedthereat, are as follows:

Year Date Time Special Resolution Passed

2014-2015 September 8, 2015 11.00 AM Appointment of Mr. Kanubhai Thakkar as a Managing Director.

Special Resolution(s) passed through Postal Ballot – NIL

Other Disclosures

1. Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinarycourse of business and also in compliance with the applicable provisions of the Act and the SEBI (Listing Obligations and DisclosureRequirements), Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters,Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Companyat large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of theAudit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuantto the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before theAudit Committee and the Board of Directors for their approval on a quarterly basis. The statement is supported by a Certificate fromCEO & CFO. The Board has approved a policy for related party transactions which has been uploaded on the Company’s website.

2. Strictures and Penalties

No strictures or penalties have been imposed on the Company by the Stock Exchanges or by the Securities and Exchange Board ofIndia (SEBI) or by any statutory authority on any matters related to capital markets during the last three years.

3. Compliance with Accounting Standards

In the preparation of the financial statements, the Company has followed the Accounting policies and practices as prescribed in theAccounting Standards and there is no change in the accounting treatment during the year under the review.

4. Vigil Mechanism / Whistle Blower Policy

The Company has formulated vigil mechanism for Directors and employees of the Company to report genuine concerns about unethicalbehavior, actual or suspected fraud or violation of the company’s code of conduct or ethics policy in terms of provisions of Section177(9) of the Companies Act, 2013 and Rules made there under and pursuant to Clause 22 of SEBI (Listing Obligations and DisclosureRequirements), Regulations, 2015. The said policy is available on Company’s website i.e. www.gokulagro.com.

5. CEO & CFO Certification

The CEO and CFO have issued certificate pursuant to the provisions of Regulation 17(8) of SEBI (Listing Obligations and DisclosureRequirements), Regulations, 2015 read with Part B of Schedule II certifying that the financial statements do not contain any untruestatement and these statements represent a true and fair view of the Company’s affairs.

6. Internal Controls

The Company has documented robust and comprehensive internal control system for all the major processes to ensure reliability offinancial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, Lawsand regulation, safeguarding of assets and economical and efficient use of resources. The Company has a formal system of internalcontrol testing which examines both the design effectiveness and operational effectiveness to ensure reliability of financial andoperational information and all statutory / regulatory compliances. The Company’s business processes are on SAP and SAP-HR platformsand have a strong monitoring and reporting process resulting in financial discipline and accountability.

CODE OF CONDUCT

The Board of Directors has approved a Code of Business Conduct which is applicable to the Members of the Board and all Senior ManagementPersonnel. The Code of Conduct is available on the Company’s website www.gokulagro.com. All Board Members and the Senior ManagementPersonnel have affirmed compliance with the Code of Conduct for the year under review. The declaration of Chairman and ManagingDirector is given below:

To the shareholders of Gokul Agro Resources Limited,

Sub.: Compliance with Code of Conduct

I hereby declare that all the Board Members and Senior Management Personnel have affirmed compliance with the Code ofConduct as adopted by the Board of Directors.

Place : Ahmedabad Kanubhai J. ThakkarDate : May 13, 2016 Chairman and Managing Director


AGRO RESOURCES LTD.

Secretarial Audit for Reconciliation of CapitalPursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Practicing Company Secretary carried out theSecretarial Audit for all the applicable quarters of Financial Year 2015-16. The Audit Reports confirms that there is no discrepancy in theissued, listed and paid-up capital of the Company.Means of CommunicationThe Company’s Quarterly Results are published in daily newspapers viz. Financial Express / Free Press Gujarat (English) and FinancialExpress / Lok Mitra (Gujarati). The Annual Reports are circulated to all the members of the Company either electronically or in physicalform.Management Discussion & Analysis forms part of this Annual Report, which is also being posted to all the members of the Company.The official news releases, if any, are given directly to the press and simultaneously to the Stock Exchanges.The Company sends its financial results, Shareholding pattern and other information to BSE Limited and National Stock exchange of IndiaLimited. They upload this information on their websites i.e. http://www.bseindia.com and http://www.nseindia.com . The said informationis also available on the company’s website i.e. www.gokulagro.com .General Shareholder Information:

Corporate Identification No. U15142GJ2014PLC080010

Registered Office B-402, Shapath Hexa, Nr. Ganesh Meridian, Opp. Gujarat High Court, Sola,Ahmedabad – 380 060

Plant Address Survey No. 76/1/P1, 80, 89, 91 Meghpar– Borichi, Galpadar Road, Nr. SharmaResort, Ta. Anjar, Dist. Kutch– 370 110

Correspondence Details Ms. Chinar JethwaniCompany Secretary & Compliance OfficerB-402, Shapath Hexa, Nr. Ganesh Meridian, Opp. Gujarat High Court, Sola,Ahmedabad – 380 060Tel No. 079-67123500/01Fax: 079-67123502e-mail ID: [email protected]

Website Address www.gokulagro.com

Registrar & Share Transfer Agent Link Intime India Pvt. Ltd.C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (W), Mumbai -400078.Tel No. 022-25963838 Fax: 022-25946969www.linkintime.co.inAhmedabad Branch: Unit No. 303, 3rd Floor, Shopper’s Plaza-V,Opp Municipal Market , B/h. Shoppers Plaza II, Off C G Road, Navrangpura,Ahmedabad-380009Tel No. 079 – 26465179 e-mail ID : [email protected]

Listing Details BSE Limited25th Floor, Phiroze Jeejeebhoy Tower, Dalal Street, Fort, Mumbai-400 001National Stock Exchange of India LimitedExchange Plaza, Plot no. C/1, G Block, Bandra-Kurla Complex,Bandra (E)Mumbai - 400 051

Stock Code ISIN : INE314T01025BSE Scrip Code: 539725NSE Symbol : GOKULAGRO

Date and Time of 2nd AGM September 16, 2016 at 10.00 AM

Venue of 2nd AGM HOTEL EULOGIA INNBehind Silver Gardenia Apartments, Opp. Safal Vivan Bungalow, Near GotaBridge, S.G. Highway, Ahmedabad - 382481

Financial Year April 1, 2015 to March 31, 2016

Book Closure Date September 9, 2016 to September 15, 2016

e-voting Period September 13, 2016 (9.00 AM) to September 15, 2016 (5.00 PM)

The Company hereby confirms that the Listing Fees as applicable for the financial Year 2015-16 has been paid to both the Stock Exchanges.


AGRO RESOURCES LTD.

Market price Data:

Since the Equity Shares of the Company are listed on the Stock Exchanges w.e.f. March 2016; only one month’s market price data – high,low is available. The said data is given below.

Month BSE NSEHigh Low High Low

March, 2016 13.00 9.30 11.90 9.00

Distribution of Shareholding as on March 31, 2016:

No. of Shares No. of Shareholders % of Shares held Total shares Percentage of total

1 - 500 3406 82.972 560975 0.4253

501 - 1000 300 7.3082 255797 0.1939

1001 - 2000 141 3.4348 223641 0.1696

2001 - 3000 58 1.4129 145488 0.1103

3001 - 4000 27 0.6577 96504 0.0732

4001 - 5000 20 0.4872 97864 0.0742

5001 - 10000 42 1.0231 298458 0.2263

10001 or above 111 2.704 130216273 98.7272

Total 4105 100 131895000 100

Shareholding Pattern as on March 31, 2016:

Category Total no. of shares held Total Shares % of holdingDemated Shares Physical Shares

Clearing Member 1510824 0 1510824 1.1455

Other Bodies Corporate 38019813 0 38019813 28.8258

Financial Institutions 1000000 0 1000000 0.7582

Hindu Undivided Family 101285 0 101285 0.0768

Non Resident Indians 17019 0 17019 0.0129

Non Resident (Non Repatriable) 273460 0 273460 0.2073

Office Bearers 22169 0 22169 0.0168

Public 75889915 60515 75950430 57.5840

Promoters 15000000 0 15000000 11.3727

TOTAL 131834485 60515 131895000 100


AGRO RESOURCES LTD.

CEO / CFO CERTIFICATETo,The Board of DirectorsGokul Agro Resources Limited

As required under the Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule IIpart B of the Listing Regulations, we hereby certify that;

1. We have reviewed financial statements and the cash flow statement of Gokul Agro Resources Limited for the year ended 31st March,2016 and to the best of our knowledge and belief:

a) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might bemisleading;

b) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accountingstandards, applicable laws and regulations.

2. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent,illegal or violative of the Company’s Code of Conduct.

3. We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated theeffectiveness of Company’s internal control systems pertaining to financial reporting. We have not come across any deficiencies inthe design or operation of such internal controls.

4. We have indicated to the Auditors and the Audit Committee:

a) that there are no significant changes in internal control over financial reporting during the year;

b) that there are no significant changes in accounting policies during the year; and

c) that there are no instances of significant fraud of which we have become aware.

Date : May 12, 2016 Mr. Manish Kella Mr. Hitesh ThakkarPlace : Ahmedabad Chief Financial Officer Chief Executive Officer

AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCEToThe MembersGokul Agro Resources Limited

We have examined the compliance of conditions of Corporate Governance by Gokul Agro Resources Limited, for the year ended on March31, 2016 as stipulated in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D, and E of ScheduleV of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination has been limited to areview of the procedures and implementation thereof adopted by the Company for ensuring compliance with the conditions of theCorporate Governance as stipulated in the said Regulations. It is neither an audit nor an expression of opinion on the financial statementsof the Company.

In our opinion and to the best of our information and according to the explanations given to us and based on the representations made bythe Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulatedin Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

We state that such compliance is neither an assurance as to future viability of the Company nor of the efficiency or effectiveness withwhich the management has conducted the affairs of the Company.

For, Surana Maloo & Co.Chartered Accountants

FRN - 112171w

Sunil MalooDate : June 10, 2016 PartnerPlace : Ahmedabad Membership No: 138564


AGRO RESOURCES LTD.

INDEPENDENT AUDITOR’S REPORTTo,The Members ofGokul Agro Resources LimitedAhmedabad

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Gokul Agro Resources Limited (“the Company”) (CIN-U15142GJ2014PLC080010), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss, the Cash FlowStatement for the year then ended and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) withrespect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance andcash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standardsspecified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgmentsand estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, thatwere operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation andpresentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud orerror.


Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to beincluded in the audit report under the provisions of the Act, and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143 (10) of the Act. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether thefinancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. Theprocedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financialstatements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant tothe Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of theaccounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financialstatements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give theinformation required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principlesgenerally accepted in India, of the state of affairs of the Company as at 31st March, 2016, and its profit and its cash flows for the year endedon that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms ofsub-section (11) of section 143 of the Act, we give in the Annexure ‘A’ a statement on the matters specified in the paragraphs 3 ofthe Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief werenecessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from ourexamination of those books.


AGRO RESOURCES LTD.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreementwith the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of theAct, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31st March, 2016 taken on record by the Boardof Directors, none of the directors is disqualified as on 31st March, 2016 from being appointed as a director in terms ofSection 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operatingeffectiveness of such controls, refer to our separate Report in “Annexure B”.

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Auditand Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – ReferNote 2(d) to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any materialforeseeable losses.

iii. There were no amounts which were required to be transferred to the Investor education and protection fund by theCompany.

For, Surana Maloo & Co.Chartered AccountantsFirm Registration No: 112171W

Sunil MalooPlace : Ahmedabad PartnerDate : June 10th, 2016 Membership No: 138564


AGRO RESOURCES LTD.

Annexure-“A” to the Independent Auditors’ ReportThe Annexure referred to in paragraph 1 under the heading “Report on other legal and regulatory requirements” of our report of even date

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixedassets.

(b) The fixed assets have been physically verified during the year by the Management in accordance with program of physicalverification, which in our opinion, provides for physical verification of all fixed assets at a reasonable intervals having regardto size of the Company and nature of fixed assets. According to the information and explanation given to us, no materialdiscrepancies were noticed on such verification.

(c) Based upon the audit procedure performed and according to the records of the company, title deeds of all the immovableproperties transferred to the Company under the scheme of the arrangement as approved by the Hon’ble Gujarat High Courtare still in the name of the Demerged Company ‘Gokul Refoils and Solvent Limited’ and title deeds are in process of transferin the name of the Company.

(ii) The Inventories of Raw materials, Work in Progress, Stock in trade, Stores and spares and other consumables have been physicallyverified by the management. In our opinion the frequency of verification is reasonable. On the basis of our examination of therecords of the inventory, we are of opinion that the discrepancies noticed on verification between physical stock and book recordswere not material and have been properly dealt with the books of account.

(iii) The company has granted unsecured loans to various companies as covered in the register maintained under section 189 of theCompanies Act, 2013.

Sr. No. Name of the parties covered Nature of Transaction1 Maurigo Pte Ltd, Singapore2 Gokul Refoils & Solvent Limited3 Gujarat Gokul Power Ltd

(a) The terms and conditions of the grant of such loans are not prejudicial to the company’s interest;

(b) The schedule of repayment of principal and payment of interest has been not been expressly stipulated as the same isconsidered to be on mutual demand;

(c) As no repayment schedule is expressly agreed, hence no overdue principal and interest.

(iv) In respect of loans, investments, guarantees, and security provisions of section 185 and 186 of the Companies Act, 2013 have beencomplied with.

(v) According to the information and explanations given to us the Company has not accepted deposits from the public within themeaning of Sections 73 to 76 of the Act, and the rules framed there under.

Therefore, the reporting requirements of paragraph 3 (v) of the Order, is not applicable to the Company.

(vi) The Company has made and maintained the cost records prescribed by the Central Government under section 148(1) of the Act.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company,amounts deducted/accrued in the books of account in respect of undisputed statutory dues including provident fund,employees’ state insurance, income tax, sales tax, service tax, duty of custom, excise duty , value added tax, cess and othermaterial statutory dues as applicable have been regularly deposited during the year by the Company with the appropriateauthorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund,income tax, sales tax, service tax, value added tax, cess and other material statutory dues were in arrears as at 31

st March,2016 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no material dues of income tax, sales tax, service tax,duty of customs, duty of excise, value added tax or cess which have not been deposited with the appropriate authorities onaccount of any dispute, Except the followings:-

Sr. Name of the Statute Nature Amount Period to which Forum where disputeNo. of Dues (` In Lacs) the amount relates is pending

1 Customs Act, 1962 Customs Duty / 1,031.69 2015-16 Commissioner of Customs,Duty Drawback Kandla

Loan balance transferred to the company on accountof demerger scheme approved by the High Court


AGRO RESOURCES LTD.

Further as per the scheme of the demerger as approved by the High Court, the company shall be responsible for the anydisputed statutory liability of the Gandhidham Undertaking if any payable by the demerged company.

(viii) Based on our audit procedure and the information and explanations given by the management, we are of the opinion that theCompany has not defaulted in repayment of loans to banks. The Company has not borrowed or raised any money from debentureholders during the year.

(ix) The Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments). In ouropinion and according to the information and explanation given to us and on examination of the balance sheet of the company, theterm loans were applied for the purpose for which the loans were obtained.

(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and asper the information and explanations given by the Management, we report that no material fraud on or by the Company has beennoticed or reported during the year.

(xi) In our opinion, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated bythe provisions of section 197 read with schedule V of the Act.

(xii) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Therefore, the provisions of Clause 3(xii) ofthe Order, are not applicable to the Company.

(xiii) According to the information and explanation given to us and on the basis of our examination of the records of the Company, all thetransactions with related parties are in compliance with Section 177 and 188 of the Act, where applicable and also the details whichhave been disclosed in the Financial Statements are in accordance with the applicable Accounting Standard.

(xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debenturesduring the year, therefore the reporting requirement of paragraph 3(xiv) of the Order, are not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cashtransactions with directors or persons connected with him. Accordingly reporting requirement of paragraph 3(xv) of the order isnot applicable to the Company.

(xvi) According to the information given and as explained to us, the company is not required to be registered under section 45-IA of theReserve Bank of India Act, 1934.




AGRO RESOURCES LTD.

Annexure-“B” to the Independent Auditors’ ReportAnnexure to the Independent Auditor’s Report of even date on the Standalone Financial Statements of Gokul Agro Resources LimitedReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)We have audited the internal financial controls over financial reporting of Gokul Agro Resources Limited (“the Company”) as of March 31st,2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.Management’s Responsibility for Internal Financial ControlsThe Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control overfinancial reporting criteria established by the Company considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI).These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of itsassets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timelypreparation of reliable financial information, as required under the Act.Auditors’ ResponsibilityOur responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. Weconducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “GuidanceNote”) and the Standards on Auditing, issued by the ICAI and deemed to be prescribed under section 143(10) of the Act, to the extentapplicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI.Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and ifsuch controls operated effectively in all material respects.Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system overfinancial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on theauditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud orerror.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’sinternal financial controls system over financial reporting.Meaning of Internal Financial Controls Over Financial ReportingA company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accountingprinciples. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to themaintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of thecompany; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only inaccordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding preventionor timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on thefinancial statements.Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or impropermanagement override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of anyevaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with thepolicies or procedures may deteriorate.OpinionIn our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively as at March 31st, 2016, based on the internal control overfinancial reporting criteria established by the Company considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.




AGRO RESOURCES LTD.

Balance Sheet as at 31st March 2016(`̀̀̀̀ in Lacs)

Particulars Note As at the As at theNo. end of end of

31st March 2016 31st March 2015

I. EQUITY AND LIABILITIES

1 Shareholders’ funds(a) Share capital 3 2,637.90 5.00(b) Reserves and surplus 4 14,511.15 15,728.87

2 Non-current liabilities(a) Long-term borrowings 5 2,621.17 2,500.00(b) Deferred tax liabilities (Net) 6 302.47 -(c) Long-term provisions 7 42.38 28.49

3 Current liabilities(a) Short-term borrowings 8 19,886.79 22,466.96(b) Trade payables 9 83,106.21 56,843.73(c) Other current liabilities 10 1,618.09 550.07(d) Short-term provisions 11 531.71 389.90

TOTAL 125,257.87 98,513.02

II. ASSETS

1 Non-current assets(a) Fixed assets

(i) Tangible assets 12 13,486.12 14,221.02(ii) Intangible assets 30.37 37.41(iii) Capital work-in-progress 3,306.97 488.80

(b) Non-current investments 13 930.75 930.75(c) Deferred tax assets (net) 6 - 226.48(d) Long-term loans and advances 14 590.73 409.29

2 Current assets(a) Current investments 15 2,525.14 3,205.00(b) Inventories 16 36,957.95 31,549.36(c) Trade receivables 17 23,549.99 23,498.24(d) Cash and bank balances 18 24,768.18 7,922.15(e) Short-term loans and advances 19 18,435.98 15,986.42(f) Other current assets 20 675.68 38.10

TOTAL 125,257.87 98,513.02

Significant accounting policies and notes forming part of Financial Statements. 1 to 41











AGRO RESOURCES LTD.

Statement of Profit and Loss for the year ended 31st March 2016( ` in Lacs)

Note For the For theParticulars No. period ended period ended


I. Revenue From Operations 21 363,097.45 68,715.13

II. Other Income 22 2,732.76 1,817.42

III. Total Revenue 365,830.21 70,532.55

IV. Expenses:

Cost Of Materials Consumed 23 247,146.05 68,985.34

Purchases Of Stock-In-Trade 24 96,459.87 4,053.58

Changes In Inventories Of Finished Goods Work-In-Progress 25 (1,165.31) (6,765.70) And Stock-In-Trade

Employee Benefits Expense 26 1,597.74 333.62

Finance Cost 27 4,892.02 1,586.10

Depreciation And Amortization Expense 12 1,521.50 (40.72)

Other Expenses 28 13,428.96 2,209.45

Total Expenses 363,880.82 70,361.66

V. Profit/(Loss) Before Tax 1,949.39 170.89

VI. Tax Expense:

(1) Current Tax (Mat) 416.03 (0.26)

(2) Deferred Tax Liability/(Assets) 528.95 (181.93)

(3) Excess/(Short) Provision Of Earlier Years 50.27 -

(4) MAT Credit Entitlement (466.03) -

VII. Profit/ (Loss) For The Period 1,420.17 353.07

VIII. Earnings per Equity Share: (Face Value Rs 2 Per Share)

(1) Basic In Rupees 1.08 0.27

(2) Diluted In Rupees 1.08 0.27












AGRO RESOURCES LTD.

Cash Flow Statement for the year ended on 31St March, 2016(`̀̀̀̀ in Lacs)

Particulars For the Period ended 31st March, 2016

A. Cash Flow From Operating Activities

Net Profit Before Taxation And Extraordinary Items 1,949.39

Adjustment For :-

Depreciation 1,521.50

Loss/(Profit) On Sale Of Fixed Assets-Net (0.63)

Interest Income (2,664.17)

Interest Paid 2,733.66

Gain On Sale Of Mutual Fund (58.13)

Provision For Retirement Benefits 42.38

Provision For Doubtful Debts 0.55

Total 1,575.16

Operating Profit ( Loss) Before Working Capital Changes 3,524.54

Adjustment For :-

(Increase)/ Decrease In Trade Receivables (52.30)

(Increase)/ Decrease In Loans & Advances & Other Current Assets (3,223.07)

(Increase)/ Decrease In Other Bank Balances (9,980.06)

(Increase)/ Decrease In Inventories (5,408.59)

Increase/ (Decrease) In Trade Payables & Others 27,024.24

Cash Generated From Operations 11,884.77

Direct Tax Paid (357.42)

Cash Flow Before Extraordinary Items 11,527.35

Extraordinary Items

Net Cash From Operating Activities 11,527.35

B. Net Cash Flow From Investment Activities

Purchase Of Fixed Assets (3,596.21)

(Purchase)/Disposal Of Current Investment 679.85

Proceeds From Sale Of Fixed Assets 3.01

Interest Received 2,340.87

Gain On Sale Of Mutual Fund 58.13

Loans To Others Corporate 1,091.62

Loan To Subsidiary /Associates (296.44)

Net Cash From Investment Activities 280.83


AGRO RESOURCES LTD.

Cash Flow Statement for the year ended on 31St March, 2016 (Contd...)(`̀̀̀̀ in Lacs)

Particulars For the Period ended 31st March, 2016

C. Cash Flows From Financing Activities

Interest Paid (2,520.00)

Proceeds from Term Loan 163.75

(Repayment) of Long term Loans (5.80)

(Repayment)/Acquisition of Short term borrowings (2,580.17)

Net Cash From Financial Activities (4,942.21)

Net Increase /(-) Decrease In Cash And Cash Equivalents 6,865.97

Opening Balance In Cash And Cash Equivalents 7,919.90

Closing Balance In Cash And Cash Equivalents 14,785.88

Reconciliation of cash and cash equivalent with Balance sheet

cash and cash equivalent as per Balance sheet 24,768.18

Less: Fixed Deposites Having Maturity of More than 9,982.31Three Months not considered as cash and cash equivalent


As per our Report of Even Date

Notes On Cash Flow Statement:

1 The Above Statement Has Been Prepared Following The “Indirect Method” As Set Out In Accounting Standard 3 On Cash Flow StatementIssued By The Institute Of Chartered Accountants Of India.

2 Cash And Cash Equivalents consists of Cash on hand, balances with Bank, Fixed Deposits having maturity of less than Three months(Refer Note No. 18)











AGRO RESOURCES LTD.

Note: - 1: Significant Accounting Policies and Notes forming part of the Accounts(A) Corporate Information: -

Gokul Agro Resources Limited (the company) is a public limited company and listed on Bombay Stock Exchange (BSE) & National StockExchange (NSE), domiciled in India and incorporated under the provisions of the Companies Act, 2013. The company is engaged inbusiness of Manufacturing & Trading of Edible & Non-Edible Oil and Meals.

(B) Basis of preparation of financial statements: -The financial statements of the company have been prepared in accordance with generally accepted accounting principles in India(Indian GAAP), including the Accounting Standards notified under the relevant provisions of the Companies Act, 2013.The financial statements have been prepared on an accrual basis and under the historical cost convention, except otherwise specified.The accounting policies adopted in the preparation of financial statements are consistent with those of previous year, except for thechange in accounting policy explained. The financial statements are presented in Indian rupees rounded off to the nearest rupees inLacs.

(C) Use of Estimates: -The preparation of financial statements in conformity with Indian GAAP requires the management to make judgments, estimates andassumptions that affect the reported amounts, at the end of the reporting period. Although these estimates are based on themanagement’s best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in theoutcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.

(D) Tangible Fixed Assets: -Fixed Assets are stated at cost of acquisition or construction less accumulated depreciation. Cost includes purchase price and all otherattributable cost of bringing the asset to working condition for intended use. Financing costs relating to borrowing funds attributable toacquisition of fixed assets are also included, for the period till such asset is put to use.

(E) Depreciation: On Tangible Fixed Assets: -Depreciation on tangible assets is provided on the Straight Line Method (SLM) over the useful life of the assets as prescribed underSchedule II to the Companies Act, 2013. In respect of the fixed assets purchased during the year, depreciation is provided on pro ratabasis from the date on which such asset is ready to be put to use.

(F) Intangible Assets & its Amortization: -Intangible assets acquired separately and are measured on initial recognition at cost and amortized on a straight line basis over theestimated useful economic life.

(G) Foreign Currency Transactions: -Transactions denominated in foreign currency are normally recorded at the exchange rate prevailing at the time of the transactions.Monetary items denominated in foreign currency remaining unsettled at the year-end are restated at the exchange rate prevailing at theend of the year. Gains and losses on foreign exchange transactions other than those relating to fixed assets are charged to profit & lossaccount. Premium paid on forward contract has been recognized over the life of the contract. Any profit or loss on cancellation orrenewal of such forward exchange contract is recognized as income or expenditure for the period. Non-monetary foreign currencyitems are considered at cost.

(H) Borrowing Costs: -Borrowing costs that are attributable to the acquisition, construction or production of a qualifying asset are capitalized as a part of thecost of such asset. A qualifying asset is one that necessarily takes a substantial period of time to get ready for its intended use. All othersborrowing cost are charged to revenue.

(I) Impairment of Tangible and Intangible Assets: -Impairment Loss, if any is provided to the extent, the carrying amount of assets exceeds their recoverable amount. Recoverable amountis higher of an assets net selling price and its value in use. Value in use is the present value of estimated future cash flows expected toarise from the continuing use of an asset or from its disposal at the end of its useful life.

(J) Investments: -Current Investments are carried at lower of cost or fair value. Long Term Investments are stated at cost. Provision for diminution in thevalue of long term investments is made only if such a decline is other than temporary.

(K) Revenue Recognition: -I. Sale of goods is recognized on transfer of significant risk and rewards of ownership which is generally on shipment and dispatch to

customers. Sale is inclusive of excise duty but exclusive of VAT.II. Revenue/Loss from bargain settlement of goods is recognized at the time of settlement of transactions.III. Export benefits/Value added tax benefits are recognized as Income when the right to receive credit as per the terms of the scheme

is established and there is no significant uncertainty regarding the claim.IV. Other revenue/ costs are recognized on accrual basis.V. Dividend income is recognized, when right to receive is established.VI. Interest income is recognized on time proportion basis taking into account the amount outstanding and rate applicable.VII. Share of profit and loss from partnership firm is recognized when company’s right/obligation to receive/pay is established.


AGRO RESOURCES LTD.

(L) Retirement Benefits: -I. Company provides for Retirement Benefits in the form of Gratuity. Such Benefits are provided for as at Balance Sheet date, based

on the valuation made by independent actuaries. Company has taken Group Gratuity Policy of LIC of India and Premium paid isrecognized as expenses when it is incurred. Actuarial gains or loss in respect of Gratuity are charged to Profit & Loss Account.

II. Provident fund is accrued on monthly basis in accordance with the terms of contract with the employees and is deposited with theStatutory Provident Fund. The Company’s contribution is charged to profit and loss account.

III. Company also provides for Leave Encashment as at Balance Sheet date, based on the valuation made by independent actuaries.(M) Income Taxes: -

Tax expense comprises of current and deferred taxes. Current Income Tax is measured at the amount expected to be paid to the taxauthorities in accordance with the Indian Income Tax Act, 1961. Deferred income tax reflects the impact of current year timing differencesbetween taxable income and accounting income for the year and reversal of timing differences of earlier years. Provision for Current taxis made after taking into consideration benefits admissible under the provision of the Income Tax Act, 1961.

(N) Segment Reporting: -Based on the guiding principles given in Accounting Standard on “Segment Reporting (AS-17)” issued by the Institute of CharteredAccountant of India, the management reviewed and classified its primary business segment as “Agro based commodities” whichincorporates product groups viz. Soybean, Palmolive, cotton seed oil, sun flower oil, castor oil, oil cakes, de-oiled cakes, Vanaspati, oilseeds, it’s by products and other agro-commodities which have similar production process, similar methods of distribution and havesimilar risks and returns. This in the context of AS 17 “Segment Reporting” notified under the Companies (Accounting Standard) Rules,2006 constitutes one single primary segment.

(O) Provisions Contingent Liabilities & Contingent Assets: -A provision is recognized when the company has a present obligation as a result of past event, it is probable that an outflow of resourcesembodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of theobligation. Provisions are not discounted to their present value and are determined based on the best estimate required to settle theobligation at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates.Contingent Liabilities are not provided for and are disclosed by way of notes. Contingent Assets are neither recognized nor disclosed inthe financial statements.

(P) Excise Duty: -Excise duty has been accounted on the basis of both, payment made in respect of goods cleared and provision for goods lying in bondedarea.

(Q) Commodity Hedging Transactions: -The commodity hedging contracts are accounted on the date of their settlement and realized gain/loss in respects of settled contractsare recognized in the Statement of Profit and Loss, along with the underlying transactions. Pursuant to announcement on accountingfor the derivatives issued by the Institute of Chartered Accountants of India (ICAI), in accordance with the principle of prudence asenunciated in Accounting Standard -1 (AS-1) “Disclosure of Accounting Policies” the company provides for losses in respect of alloutstanding derivatives contracts at the balance sheet date by marking them mark to market. Any net unrealized gains arising on suchMark to Market are not recognized as income.

(R) Related Party Transaction: -Parties are considered to be related if at any time during the year; one party has the ability to control the other party or to exercisesignificant influence over the other party in making financial and / or operating decision.

(S) Earnings per Share (EPS): -The earning considered in ascertaining the company’s EPS comprises the net profit for the period after tax attributed to equity shareholders.The number of shares used in computing basic EPS is the weighted average number of shares outstanding during the year.

(T) Government Grants: -Grants received against specific fixed assets are adjusted to the cost of the assets and those in the nature of promoter’s contribution arecredited to capital reserve. Revenue grants are recognized in the Statement of Profit and Loss in accordance with the related schemesand in the period in which these are accrued and it is reasonably certain that the ultimate collection will be made.

Note: - 2: Contingent Liabilities

Particulars As at 31st March, 2016(` in Lacs)

LC Opened but goods not received 6,017.23Guarantee Given to Banks 184.55Corporate Guarantee Given 653.52Disputed Statutory Dues 1,350.01Claims not acknowledged as debt 117.11Export Obligation (EPCG Scheme - Duty Amount) 346.40


AGRO RESOURCES LTD.

NOTE-3 Share Capital (` in Lacs)

Particulars As at 31st March 2016 As at 31st March 2015Number Amount Number Amount

Authorised

Equity Shares of ` 2 each 175,000,000 3,500.00 - -

Issued

Equity Shares of ` 2 each 131,895,000 2,637.90 - -

Subscribed & Paid up

Equity Shares of ` 2 each fully paid 131,895,000 2,637.90 - -

(a) Reconciliation of Number of shares outstanding and the amount of share capital

Particulars Equity Shares (2015-16) Equity Shares (2014-15)Number (`̀̀̀̀ in Lacs) Number (`̀̀̀̀ in Lacs)

Shares outstanding at the beginning of the year 50,000 5.00 - -

Less: Shares cancelled as per the scheme of 50,000 5.00 - -arrangement (Refer Note:29)

Add: Shares issued as per scheme of arrangement 131,895,000 2,637.90 - -(Refer Note:29)

Shares Issued during the year - - 50,000 5.00

Shares outstanding at the end of the year 131,895,000 2,637.90 50,000 5.00

(b) Shareholders holding more than 5% equity share capital in the Company

As at 31st March 2016 As at 31st March 2015No. of % of Share No. of % of Share

Shares held Holding Shares held Holding

Balvantsinh Chandansinh Rajput 21,074,515 15.98 - -

Kanubhai Jivatram Thakkar 20,858,788 15.81 - -

Bhikhiben Balvantsinh Rajput 18,952,500 14.36 - -

Manjulaben Kanubhai Thakkar 18,465,000 13.99 - -

Profitline Securities Private Limited 9,187,500 6.97 - -

Shantiniketan Financial Services Private Limited 7,875,000 5.97 - -

Gokul Refoils and Solvent Limited - - 50,000 100.00


AGRO RESOURCES LTD.

NOTE -4 Reserve and Surplus (` in Lacs)

Particulars As at end of As at end of31st March 2016 31st March 2015

Capital ReservesOpening Balance - -(+) Current Year Transfer as per Scheme of Arrangement (Refer Note: 29) 12,737.90 -(-) Written Back in Current Year - -

Closing Balance 12,737.90 -

Securities Premium AccountOpening Balance 15,375.80 -Add : Securities premium as per Scheme of Arrangement (Refer Note: 29) - 15,375.80Less : Premium Utilised as per Scheme of Arrangement (Refer Note: 29) 15,375.80 -

Closing Balance - 15,375.80

SurplusOpening balance 353.07 -(+) Net Profit/(Net Loss) For the current year 1,420.17 353.07

Closing Balance 1,773.24 353.07

Total 14,511.14 15,728.87

NOTE-5 Long Term Borrowings (` in Lacs)


Secured Loan

Term Loans

From Banks 121.17 -

Unsecured Loans

From Directors 2500.00 2500.00

Total 2,621.17 2,500.00

Secured Loan

Bank Name TERMS OF REPAYMENT SANCTIONED (` in Lacs) ROI Securities Offered

HDFC Bank Ltd. 47 EMI of ` 4,18,875/- Each 163.75 9.54% The said term loans are secured againstHypothecation of respective vehicles.

Note:Unsecured Loans from the Director is to be retained till continuity of loans from consortium banks.


AGRO RESOURCES LTD.

NOTE-6 Deferred Tax (Liability)/Assets (` in Lacs)


Deferred Tax Liabilities

Depreciation 1,542.21 -

Deferred Tax Assets

Retirement Benefits 20.59 -

Disallowances under Income tax Act. - -

Business Loss & Unabsorbed Depreciation 1,189.45 226.48

Provision For Doubtful Debts 29.70 -

Total (302.47) 226.48

NOTE-7 Long Term Provisions (` in Lacs)


Provision For Employee Benefits

Provision for Gratuity (Funded) 7.73 -

Provision for Leave Encashment (Unfunded) 34.65 28.49

Total 42.38 28.49

NOTE - 8 Short Term Borrowings (` in Lacs)


Secured

Loans repayable on demand

Cash credit/Overdraft/Export Packing Credit 19,886.79 22,466.96

Total 19,886.79 22,466.96

Company does not have any default as on the balance sheet date in the repayment of any loan and interest.

The rate of interest for cash credit /overdraft and packing credit is in the range of 10.00 % to 13.50 % P.A.

Cash credit/ Overdraft and Packing Credit loans from banks are secured by hypothecation of current assets of the company on pari passubasis and collaterally secured by way of first charge/ residual charge on all the fixed assets of the company and personal guarantee ofMr.Kanubhai J. Thakkar, Mr.Balwantsinh C. Rajput and Mr.Jayesh K.Thakkar. Further Promoters have pledged 1.50 Cr. Shares of GARL ascollateral security.

NOTE -9 Trade Payables (` in Lacs)


Due To Micro, Small And Medium Enterprises

Others 83,106.21 56,843.72

Total 83,106.21 56,843.72

The disclosures as required to be made relating to Micro ,Small, and Medium enterprises under the Micro, small and Medium enterprisesdevelopment Act 2006 (MSMED) are not furnished in the view of non availability of information with the company from such enterprises.


AGRO RESOURCES LTD.

NOTE -10 Other Current Liabilities (` in Lacs)


Current Maturities Of Long-Term Debt 36.78 -Duties And Taxes 909.65 142.31Staff And Other Dues 15.10 104.96Creditors For Capital Items 58.08 13.54Advance From Customers 590.89 274.65Other Liabilities 7.58 14.61

Total 1,618.09 550.07

NOTE -11 Short Term Provisions (` in Lacs)


Employee Benefits 24.84 18.39Provision For Expenses 90.84 371.50Provision For Wealth Tax - 0.56Provision for Taxation 416.03 -

Total 531.71 390.46

NOTE-12 Fixed Assets (` in Lacs)

Gross Block Accumulated Depreciation Net BlockBalance Additions Deduction Other Balance Balance Depre- On Other Balance Balance Balance

Particulars as at adjust- as at as at ciation disposals adjust- as at as at as at1st April ment 31st March 1st April charge for ment 31st March 31st March 31st March

2015 2016 2015 the year 2016 2016 2015

A Tangible AssetsFreehold Land 250.13 0.25 - - 250.38 - - - - - 250.38 250.13Leasehold Land 355.00 - - - 355.00 16.02 11.35 - - 27.37 327.64 338.99Buildings 4,217.94 119.93 - - 4,337.87 913.88 122.25 - 1,036.12 3,301.74 3,304.06Plant And Equipment 20,713.80 419.31 60.45 21,193.56 10,697.40 1,301.36 50.70 12,049.46 9,144.10 10,016.40Furniture And Fixtures 126.39 18.76 - - 145.15 63.98 9.63 - 73.61 71.54 62.41Office Equipment 88.06 34.86 - (60.45) 62.48 54.21 7.14 (50.70) 10.65 51.82 33.85Computers 144.38 19.10 - - 163.48 75.92 27.12 - 103.04 60.44 68.46Vehicles 240.08 162.68 (13.90) - 388.85 93.37 28.56 11.53 - 110.40 278.45 146.71

Total - A 26,135.78 774.88 (13.90) - 26,896.76 11,914.76 1,507.41 11.53 - 13,410.64 13,486.12 14,221.02

B Intangible AssetsBrands /Trademarks 0.32 1.24 - 1.56 0.01 0.02 0.03 1.53 0.31Computer Software 112.92 1.92 - - 114.84 75.83 10.18 86.01 28.84 37.10

Total - B 113.24 3.16 - - 116.40 75.84 10.20 - - 86.03 30.37 37.41

C Capital Work In Progress 488.80 3,600.84 (782.66) 3,306.97 - - 3,306.97 488.80

Total - C 488.80 3,600.84 (782.66) - 3,306.97 - - - - - 3,306.97 488.80

Previous Year Depre - Shown 3.89as Pre-operative Exps Last year

Total - A+B+C 26,737.83 4,378.88 (796.57) - 30,320.14 11,990.60 1,521.97 11.53 - 13,496.68 16,823.46 14,747.23

Previous Year Figures 26,246.75 496.08 (3.59) (1.42) 26,737.83 (12,027.19) 40.72 0.59 (0.84) (11,986.71) 14,747.23 14,219.56

Note : As on the balance sheet date immovable properties of the company are held in the name of Gokul Refoils and Solvent Ltd, which arein the process of transfer in the name of Company as per the Scheme of Arrangement approved by Hon’ble Gujarat Highcourt.


AGRO RESOURCES LTD.

NOTE-13 Non Current Investment (` in Lacs)


Trade InvestmentsInvestment In Equity Instruments 930.75 930.75

Total 930.75 930.75

B. Details of Trade Investment & Other Investments

Name of the Body Corporate Subsidiary / No. of Shares / Quoted / Partly Paid/ Extent of AmountAssociate / Units Unquoted Fully paid Holding (%) (`̀̀̀̀ in Lacs)Others

2015-16 2014-15 2015-16 2014-15 2015-16 2014-15

Maurigo Pte Limited Wholly Owned 2,760,295 2,760,295 Unquoted Fully Paid 100% 100% 930.75 930.75Subsidiary

NOTE- 14 Long Term Loans and Advances (` in Lacs)


Capital Advances 223.97 123.90

Security Deposits 366.76 285.39

Total 590.73 409.29

NOTE-15 Current Investment (` in Lacs)


Investment in Equity instruments (Refer Note No: 29) 11.96 5.00

Investments In Partnership Firm 2,513.18 3,200.00

Total 2,525.14 3,205.00

(` in Lacs)


Aggregate amount of quoted investments at cost 11.96 -(Market value of ` 10,11,800/- Previous Year ‘Nil’) -

Aggregate Amount Of Unquoted Investments at cost 2,513.18 3,205.00


AGRO RESOURCES LTD.

Details of Current Investments (` in Lacs)

Name of the Body Corporate Subsidiary / No. of Shares / Quoted / Partly Paid/ Extent of AmountAssociate / JV Units Unquoted Fully paid Holding (%)ControlledEntity/Others

2015-16 2014-15 2015-16 2014-15 2015-16 2014-15

Investment in Equity Instruments

Godfrey Phillips India Limited Others 600 - Quoted Fully Paid - - 8.21 -

Gujarat State Fertilizers & Chemicals Limited Others 4,000 - Quoted Fully Paid - - 3.28 -

TV18 Broadcast Ltd Others 1,000 - Quoted Fully Paid - - 0.47 -

Shares of GARL transfer from GRSL as per Scheme Others - 50,000 Unquoted Fully Paid - - - 5.00

Investments in partnership firm

Investment in Gokul Overseas Others 1% - Unquoted 1% - 2,513.18 3,200.00

2,525.14 3,205.00

Constitution of Gokul Overseas

Name of the Partner Profit Share

Shri Balvantsinh Rajput 30.00%

Smt. Bhikhiben Balvantsinh Rajput 29.00%

Shri Dharmendra Balvantsinh Rajput 25.00%

M/s. Gokul Refoils & Solvents Ltd. 7.50%

M/s. Gokul Agri International Ltd. 7.50%

M/s. Gokul Agro Resources Ltd. 1.00%

Total 100.00%

Note :Capital account balance of investment in Gokul Overseas is subject to reconciliation with the audited financial statement of Gokul Overseasand also subject to company’s share in Profit or Loss of the firm.

NOTE- 16 Inventories (` in Lacs)


Raw Materials 14,257.96 10,445.67

Work-In-Progress 11,124.46 12,269.24

Finished Goods 9,869.46 7,559.37

Stores And Spares (Including Chemical, Fuel & Packing ) 1,706.06 1,275.07

Total 36,957.95 31,549.36

Inventories are valued at Cost or Market value which ever is less.


AGRO RESOURCES LTD.

NOTE- 17 Trade Receivables (` in Lacs)


Trade Receivables Outstanding For A Period ExceedingSix Months From The Date They Are Due For Payment

Unsecured, Considered Good 2,603.07 -

Less: Provision For Doubtful Debts (85.83) -

Total 2,517.25 -

Trade Receivables Outstanding For A Period Less ThanSix Months From The Date They Are Due For Payment

Unsecured, Considered Good 21,032.74 23,498.24

Total 21,032.74 23,498.24

Total 23,549.99 23,498.24

NOTE-18 Cash and Bank Balances (` in Lacs)


Cash And Cash Equivalent

Balances With Banks In Current A/C 4,060.97 -302.87

Fixed Deposit (Having Maturity Less Than Three Months) 10,700.00 8,212.00

Cash On Hand 24.90 10.78

Total 14,785.88 7,919.90

Other Bank Balances

Fixed Deposit (Having Maturity More Than Three Months) 9,982.31 2.25

Total 9,982.31 2.25

Total 24,768.18 7,922.15

Note :1. Fixed Deposits of ̀ 8,150.00 Lacs are pledged as 10% margin money with respective banks for letter of credit issued to trade payables.2. Fixed Deposits of ` 12,532.39 Lacs are pledged as 100% margin money with respective banks for letter of credit issued to trade

payables.

NOTE-19 Short Term Loans and Advance (` in Lacs)


Unsecured, Considered Good

Loans And Advances To Related Parties 6,856.24 6,559.80

Advance to Vendors 10,412.25 7,604.27

Prepaid Expenses 124.17 333.80

Loan to Staff 23.56 64.43

Inter Corporate deposits 64.40 1,156.02

Security Deposits 7.84 82.61

Balance with Govt. Authorities 947.52 185.50

Total 18,435.98 15,986.42


AGRO RESOURCES LTD.

Loans and Advance in the nature of loans given to Subsidiaries and associates (` in Lacs)


(A) Maurigo Pte Ltd, Singapore (Maximum Balance Outstanding During 3,625.30 5,231.55The Year ` 5262.48/- Lacs) (Previous Year ` 5386.44/- Lacs)

(B) Gokul Refoils & Solvent Limited 1,746.41 -(Maximum Balance O/S During The Year ` 10,110.89/- Lacs)

(C) Loans And Advances Include Amounts Due From Associates Concern. 1,484.53 1,328.25Gujarat Gokul Power Ltd(Maximum Balance O/S During The Year ` 1484.52/- Lacs)(P.Y 2607.83/- Lacs )

Total 6,856.24 6,559.80

NOTE-20 Other Current Assets (` in Lacs)


Gratuity Fund Assets (Net) - 1.78

Claim Receivable 149.90 0.48

Accrued Interest receivable 323.30 -

Export Incentive receivables 179.73 35.84

Total 652.93 38.10

NOTE- 21 Revenue From Operations (` in Lacs)

For the For theParticulars period ended period ended


Sale of products with excise duty 362,171.75 68,919.45

Other operating revenues 2,050.82 247.69

Less: Excise duty 1,125.12 452.02

Total 363,097.45 68,715.13

Note: Operating revenue includes contract settlement gain/(Loss), profit on exchanges and export incentive.

Break-up of Sales (` in Lacs)

For theCommodity year ended

31st March 2016

Edible Oils/Non Edible Oils & By Product 339,819.27

Vanaspati 11,506.60

De Oiled Cake/Oil Cake 9,720.77

Total 361,046.63

Break-up of Sales (` in Lacs)

For theParticulars period ended

31st March 2016

Domestic Sales 290,660.85

Export Sales 70,385.78

Total 361,046.63


AGRO RESOURCES LTD.

NOTE-22 Other Income (` in Lacs)



Interest Income

Interest On Bank Fixed Deposits 909.53 1,600.90

Interest From Subsidiaries 127.12 24.92

Interest From Others 1,627.52 48.05

Net Gain/Loss On Sale Of Investments

Profit On Sale Of Share - 8.78

Gain/Loss From Mutaul Funds Sales 58.13 134.21

Other Non-Operating Income

Profit on Sale of Asset 0.93 -

Rent Income 9.53 0.56

Total 2,732.76 1,817.42

NOTE- 23 Cost of Material Consumed (` in Lacs)



Opening Stock Of Raw Material 10,445.67 15,155.88Purchase 226,154.18 60,579.50Closing Stock Of Raw Material 14,257.96 10,445.67

Total 222,341.88 65,289.71

Purchase Expenses 20,388.10 2,763.65

Total 20,388.10 2,763.65

Opening Stock Of Other Material 983.01 1,066.89Purchase 4,848.81 848.10Closing Stock Of Other Material 1,415.76 983.01

Total 4,416.06 931.98

Total 247,146.05 68,985.34

Break up of Consumption of Raw Materials (` in Lacs)

For the For theCommodity period ended period ended


Crude Oils 142,813.20 35,954.58Oil Seeds 79,528.68 29,335.12

Total 222,341.88 65,289.71

NOTE- 24 Purchase of Stock In Trade (` in Lacs)



Purchase Of Traded Goods 96,459.87 4,053.58

Total 96,459.87 4,053.58


AGRO RESOURCES LTD.

NOTE- 25 Change in Inventories of Finished Goods and Work In Progress (` in Lacs)



Opening Stock Of Finished Goods 7,559.37 5,392.41

Closing Stock Of Finished Goods 9,869.46 7,559.37

Change In Inventories Of Finished Goods (2,310.09) (2,166.96)

Opening Stock Of Work In Progress 12,269.24 7,670.50

Closing Stock Of Work In Progress 11,124.46 12,269.24

Change In Inventories Of Work In Progress 1,144.78 (4,598.74)

Total (1,165.31) (6,765.70)

NOTE- 26 Employee Benefit Expenses (` in Lacs)



Salary, wages and Bonus 1,499.09 305.04

Contribution to PF and Other Funds 76.90 28.58

Staff welfare expenses 21.75 -

Total 1,597.74 333.62

The company has recognised as an expenses in profit and loss account in respect of defined contribution plan `52.44 Lacs (Previous YearRs 11.33 Lacs) administrated by government.

Defined benefit plan and long term employment benefit

Defined Benefit Plan (Gratuity)

The company has a defined benefit gratuity plan .every employee who has completed five years and more service gets a gratuity on deathor resignation or retirement at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with insurancecompany in the form of qualifying insurance policy

Long Term Employment Benefit (Leave Wages)

Leave wages are payable to all eligible employees at the rate of daily salary for each day of accumulated leave on death or resignation orupon retirement on attaining superannuation age.

(` in Lacs)

For the year endedParticulars 31st March 2016

Privilege Leave Gratuity(Non-funded) ( Funded )

A. Change in the present value of the defined benefit obligation.

Opening defined benefit obligation 28.49 56.57

Interest cost 2.25 4.47

Current service cost 12.14 18.08

Benefits paid (6.38) -

Actuarial (gain) / losses on obligation (1.84) 2.05

Closing defined obligation 34.65 81.17


AGRO RESOURCES LTD.



B. Change in the fair value of plan asset

Opening fair value of plan assets - -Adjustment in the opening fund - -Expenses deducted from the fund - -Expected return on plan assets - -Contributions by employer - 73.31Benefits paid - -Actuarial gains/ (losses) - 0.13Closing fair value of plan assets - 73.44

C. Actual return on plan assets:

Expected return on plan assets - -Actuarial gain / [loss] on plan assets - 0.13Actual return on plan asset - 0.13

D. Amount recognized in the balance sheet:

(Assets) / Liability at the end of the year 34.65 81.17Fair value of plan Assets at the end of the year - (73.44)Difference 34.65 7.73Unrecognized past Service cost - -(Assets)/ Liability recognized in the Balance Sheet 34.65 7.73

E. (income)/expenses recognized in P/L statement

Interest cost on benefit obligation 2.25 4.47Net actuarial (gain)/ loss in the period (1.84) 1.92Net Benefit or expenses 12.14 18.08Opening net liability 28.49 56.57Expenses as above [P&L charge] 12.54 24.46Employer’s contribution (6.38) (73.31)(Assets)/Liability recognized in the Balance Sheet 34.65 0.77

F. Principal actuarial assumptions as at Balance sheet date: (Non-funded)

Discount rate 7.96% 7.96%[The rate of discount is considered based on market yield on Government Bondshaving currency and terms consistence with the currency and terms of the postemployment benefit obligations]Expected rate of return on the plan assets 0.00% 9.00%[The expected rate of return assumed by the insurance company is generally basedon their Investment patterns as stipulated by the Government of India]Annual increase in salary cost 7.00% 7.00%[The estimates of future salary increases considered in actuarial valuation, take accountof Inflation, seniority, promotion and other relevant factors such as supply and demandin the employment market]

G. The categories of plan assets as a % of total plan assets are

Insurance Company 0.00% 100.00%


AGRO RESOURCES LTD.

NOTE-27 Finance Cost (` in Lacs)



Interest on Borrowings 2,733.66 693.89

Other borrowing costs 1,763.22 760.53

Applicable net gain/loss on foreign currency transactions and translation 395.14 131.67

Total 4,892.02 1,586.10

NOTE -28 Other Expenses (` in Lacs)



Auditors Remuneration 39.90 2.67

Brokerage 518.02 1.18

Consumption Of Stores, Spares & Tools 395.67 88.66

Direct Labour Expenses 563.29 124.25

Directors Remuneration 67.47 12.00

Director’s Sitting Fees 1.93 0.27

Discount And Other Deductions 41.29 5.14

Donation 28.89 0.05

Exchange Differences-Net Loss In Foreign Currency Transactions And Translations 1,925.75 -45.39

Export Sales And Advertisements Expenses 1,957.51 224.88

Freight Outwards 3,084.60 546.64

Insurance 202.72 77.69

Other Expenses 550.09 43.20

Other Manufacturing Expenses 6.85 -

Power And Fuel 3,565.61 1,044.72

Provision For Bad And Doubtful Debts 0.55 42.91

Rates And Taxes 9.62 -

Rent 48.39 3.96

Repairs And Maintainance Building 25.60 2.75

Repairs And Maintainance Others 31.91 6.00

Repairs And Maintainance Plant & Machinery 186.12 -

Sales Tax Service Tax, And Other Taxes 75.21 17.41

Traveling 101.98 10.44

Total 13,428.96 2,209.45


AGRO RESOURCES LTD.

Note: - 29: Composite Scheme of ArrangementThe Board of Directors of the Gokul Refoils and Solvent Ltd(GRSL) at its meeting held on 3rd July, 2014 had approved a composite schemeof Arrangement between Gokul Refoils and Solvent Ltd(GRSL), Gokul Agro Resources Ltd(GARL) and Gokul Agri International Ltd(GAIL) andtheir respective shareholders and creditors which Inter alia envisages;I. Demerger of Gandhidham undertaking (including windmill) from GRSL with related assets and liabilities into GARL with effect from

the appointed date i.e. January 1, 2015 in accordance with the provisions of the Companies Act, 1956 read with related provisions ofthe Companies Act, 2013. The scheme has been sanctioned by the Hon’ble Gujarat High court vide order No. O/19539-19541/2015dated 30th June, 2015. Therefore, with effect from January 1, 2015 as provided in the scheme, all the transactions in respect of theGandhidham Undertaking (including windmill) has been included in the books of GARL as its own transactions.

II. Previous Year’s comparative figures have been taken based upon the compiled financial statement of GARL, which includes theaudited financial statement for the period ended 31st March, 2015 and also audited abstract of Gandhidham undertaking from thebooks of GRSL for the period 1st January, 2015 to 31st March, 2015 as audited by M/s. M. R. Pandhi & Associates (also statutoryauditor of GRSL) vide their report dated 30th June, 2015 to give effect of order of the Hon’ble Gujarat High court.

(` in Lacs)Particulars As at Particulars From 1st January 2015 to

31st March, 2015 31st March 2015Liabilities IncomeReserves & Surplus 15,729.52 Revenue from Operations 68,693.23Non-Current Liabilities Other Income 1,817.42Long-Term Borrowings 2,500.00 Total Income 70,510.65Long-Term Provisions 28.49 ExpensesCurrent Liabilities Cost of Materials Consumed 68,985.34Short-Term Borrowings 28,237.04 Purchases of Stock-in-Trade 4,053.58Trade Payables 51,022.67 Changes in Inventory (6,765.70)Other Current Liabilities 540.99 Employee Benefit Expenses 345.62Short-Term Provisions 389.24 Finance Cost 1,586.09Total Liabilities 98,447.96 Depreciation & Amortization Cost (40.72)Assets Other Expenses 2,174.91Non-Current Assets Total Expenses 70,339.12Fixed Assets 14,589.91 Profit Before Tax 171.53Non-Current Investments 935.75 Tax ExpensesDeferred Tax Assets 226.48 Deferred Tax (181.93)Long-Term Loans & Advances 351.29 Excess/Short Provision of Earlier Years (0.26)Current Assets Profit for the Period 353.72Current Investments 3,200.00Inventories 31,549.36Trade Receivables 23,498.24Cash and Bank Balances 7,905.00Short-Term Loans & Advances 16,153.82Other Current Assets 38.10Total Assets 98,447.96

III. Further in terms of the scheme, the company’s 50,000 equity shares of ` 10 each fully paid up outstanding at 1st April, 2015 werecancelled upon the issue of new equity shares to the shareholders of GARL, Corresponding effect has been given in the CurrentInvestment. (Refer Note 3 & 15)

IV. The difference between the assets and liabilities amounting to ` 15,375.80 Lacs recorded above, as reduced by the aggregate facevalue of shares amounting to ` 2,637.90 Lacs allotted by the Company was taken to Capital Reserve. (Refer Note 4)

Note: - 30:Previous year’s compiled figures have been regrouped, reclassified and rearranged wherever necessary for proper presentation. Amountsand other disclosures for the preceding year are included as an integral part of the current year financial statements and are to be read inrelation to the amounts and other disclosures relating to current year. Figures have been rounded off to nearest of rupee in Lacs. Previousyear figures have been stated to the extent applicable and possible on account of the scheme of demerger as approved by the High Court.Note: - 31:Balances of Sundry Creditors, Debtors, Receivables / Payables from / to various parties / authorities, Loans & advances are subject toconfirmation from the respective parties, and necessary adjustments if any, will be made on its reconciliation.


AGRO RESOURCES LTD.

Note: - 32:

The balances of sundry debtors and sundry creditors are subject to confirmation from respective parties. Necessary adjustments, if any,will be made when accounts are reconciled / settled.

Note - 33: Value of indigenous and imported raw materials consumed (` In Lacs)

Particulars For the year endedon 31st March, 2016

Raw Material- Imported 142,813.20 64.23- Indigenous 79,528.68 35.77

Total 222,341.88 100.00

Other- Imported - -- Indigenous 4,416.06 100.00

Total 4,416.06 100.00

Stores- Imported - -- Indigenous 395.67 100.00

Total 395.67 100.00

Note: - 34:Estimated amount of contracts remaining to be executed on capital account and not provided (net of advances) ` 1050.36 Lacs.

Note: - 35: Auditors Remuneration (` In Lacs)

Particulars For the year ended on 31st March, 2016

Audit Fees 17.18

Tax Audit Fees 1.14

Certification Charges 1.15

Note: - 36: C.I.F. Value of Imports (` In Lacs)


Raw Materials 253,024.13

Others 1,249.04

Note: - 37: Expenditure in Foreign Currency (` In Lacs)


Business Tour Expenses 6.71

Interest and Finance Charges 897.68

Freight, Brokerage and Other Expenses 894.05

Note: - 38: Earning in Foreign Currency (` In Lacs)


Export at FOB value 67,789.53

Interest from Subsidiaries 127.12


AGRO RESOURCES LTD.

NOTE-39 Related party Disclosure: Disclosures as required by Accounting standard 18 “Related Party Disclosures” are given below.Key Management PersonnelBalvantsinh C. Rajput Chairman, Non-Executive DirectorKanubhai J. Thakkar Managing DirectorBipinkumar J. Thakkar Non-Executive DirectorPiyushchandra R. Vyas Independent DirectorKaransinhji D. Mahida Independent DirectorDipooba H. Devada Independent DirectorHiteshkumar T. Thakkar Chief Executive OfficerMahesh K. Agrawal Group Chief Finance OfficerManish P. Kella Chief Finance OfficerChinar R. Jethwani Company Secretary & Compliance OfficerRelatives of Key Management PersonnelManjulaben K. Thakkar Spouse of Managing DirectorJayeshkumar K. Thakkar Son of Managing DirectorVinita J. Thakkar Daughter-in-law of Managing DirectorDipakkumar K. Thakkar Son of Managing DirectorHimanshi D. Thakkar Daughter-in-law of Managing DirectorBhavnaben K. Thakkar Daughter of Managing DirectorDipakkumar T. Harwani Son-in-law of Managing DirectorHarsha H. Thakkar Spouse of CEOSubsidiary CompanyMaurigo Pte Ltd.Entities on which one or more Key Managerial Personnel (“KMP”) have a significant influence/ controlShantiniketan Financial Services Pvt. Ltd. Gokul Refoils & Solvents Ltd.Gokul Agri International Ltd. Professional Commodity Services Pvt. Ltd.Gujarat Gokul Power Ltd. Gokul Infracon Pvt. Ltd.Unisafe Insurance Brokers Pvt. Ltd. Maurigo International Ltd.Gokul Refoils Pte. Ltd. Profitline Securities Pvt. Ltd.Gokul Overseas Gokul FoundationShree Bahuchar Jan Seva TrustTransactions with related parties. (` In Lacs)

Sr. No. Nature of Transaction Key Relative Entities in which one or moreManagement of KMP Key Managerial Personnel (“KMP”)

Personnel have a significant influence/ control31-03-16 31-03-16 31-03-16

1 Sales - - 680.05

2 Purchases - - 5,265.38

3 Director Remuneration, Salary and bonus 134.54 90.60 -

4 Director Sitting Fees 1.93 - -

5 Donation - - 22.00

6 Interest Earned 0.75 - 1,133.84

7 Loans/advances given (Net) 15.00 - -

8 Rent Paid 5.94 7.19

9 Balance Outstanding

A. Unsecured Loan/Balances Given 15.00 - 6,856.24

B. Payables - 0.59 -

C. Loan from Director 2,500.00 - -


AGRO RESOURCES LTD.

Note: - 40: Earnings per share (` In Lacs)


Profit/Loss for the period attributable to Equity Shareholders 1420.17

No. of Weighted Average Equity shares outstanding during the year 131,895,000

Nominal Value of Share (In `) 2

Basic and Diluted Earnings per Share (In `) 1.08

The Company does not have any outstanding dilutive potential equity shares. Consequently, the basic and dilutive earning per share of theCompany remain the same.

Note: - 41: Disclosures in respect of derivative Instruments:

(a) Derivative Instrument outstanding

The year-end foreign currency exposures that have been hedged by derivative instruments are given below-

Particulars Currency As at 31st March, 2016Amount in (`̀̀̀̀ In Lacs)

Foreign Currency

Against Imports USD 68,813,555.00 45,646.03

Against Exports USD 16,731,700.00 11,098.62

(b) All the derivative instruments have been acquired for hedging purpose.

(c) Foreign Currency exposure that are not hedged by derivative instruments.

Amount Receivable in foreign currency on account of the following. (` In Lacs)

Particulars Currency As at 31st March, 2016

Amount in (`̀̀̀̀ In Lacs)Foreign Currency

Trade Receivables USD - -

Loan to Subsidiaries USD 5,465,316.46 3,625.30

Amount payable in foreign currency on account of the following. (` In Lacs)

Particulars Currency As at 31st March, 2016

Amount in (`̀̀̀̀ In Lacs)Foreign Currency

1. Creditors USD 51,953,573.97 34,462.31











AGRO RESOURCES LTD.

Independent Auditor’s ReportTo,The Members ofGokul Agro Resources Limited,Ahmedabad

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of Gokul Agro Resources Limited (“the Holding Company”) (CIN-U15142GJ2014PLC080010) and its subsidiary company (hereinafter collectively referred to as “the group”) which comprise the ConsolidatedBalance Sheet as at 31st March, 2016, the Consolidated Statement of Profit and Loss, the Consolidated Cash Flow Statement for the yearthen ended, and a summary of the significant accounting policies and other explanatory information ( hereinafter referred to as “theConsolidated Financial Statements”).

Management’s Responsibility for the Consolidated Financial Statements

The Holding Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“hereinafterreferred to as the Act”) with respect to the preparation of these consolidated financial statements that give a true and fair view of theconsolidated financial position, consolidated financial performance and consolidated cash flows of the Group including in accordancewith the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, readwith Rule 7 of the Companies (Accounts) Rules, 2014. The respective Board of Directors of the companies included in the Group and of itssubsidiary company are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act forsafeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation andmaintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of theaccounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are freefrom material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidatedfinancial statements by the Directors of the Holding Company, as aforesaid.


Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matterswhich are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidatedfinancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated financialstatements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement ofthe consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internalfinancial control relevant to the Holding Company’s preparation of the consolidated financial statements that give a true and fair view inorder to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of theaccounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, as wellas evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referredto in sub-paragraph (a) of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on theconsolidated financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financialstatements give the information required by the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India, of the consolidated state of affairs of the Group, as at 31st March 2016, and theirconsolidated profit and their consolidated cash flows statements for the year ended on that date.

Other Matters

We did not audit the financial statements of Subsidiary company Maurigo Pte Ltd, Singapore, whose financial statements reflect totalassets of `6,078.41 Lacs as at 31st March, 2016, total Revenues of `389.55 Lacs and net cash out flows amounting to `43.22 Lacs for theyear ended on that date, as considered in the consolidated financial statements. These financial statements have been audited by otherauditors whose reports have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far


AGRO RESOURCES LTD.

as it relates to the amounts and disclosures included in respect of this subsidiary, and our report in terms of sub-sections (3) and (11) ofSection 143 of the Act, insofar as it relates to the subsidiary, is based solely on the reports of the other auditors.

Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory requirements below, is not modifiedin respect of the above matters with respect to our reliance on the work done and the reports of the other auditors.

Report on Other Legal and Regulatory Requirements

As required by Section 143(3) of the Act, we report, to the extent applicable, that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary forthe purposes of our audit of the aforesaid consolidated financial statements.

(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statementshave been kept so far as it appears from our examination of those books and the reports of the other auditors.

(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash Flow Statement dealtwith by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidatedfinancial statements.

(d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 ofthe Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors of the Holding Company and Subsidiary company as on 31st

March, 2016 taken on record by the Board of Directors of the Holding Company and Subsidiary Company, incorporated outside India,none of the directors of the Group companies incorporated in India is disqualified as on 31st March, 2016 from being appointed as adirector in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the company and the operating effectivenessof such controls, refer to our separate report in “Annexure A”.

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit andAuditor’s) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

(i) The Group has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note 2(d) tothe consolidated financial statements;

(ii) The Group did not have any material foreseeable losses on long-term contracts including derivative contracts.

(iii) There were no amounts, required to be transferred, to the Investor Education and Protection Fund by the Holding Company andits subsidiary company.




AGRO RESOURCES LTD.

Annexure ‘A’Annexure to the Independent Auditor’s Report of even date on the Consolidated Financial Statements of Gokul Agro Resources Limited

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

In conjunction with our audit of the consolidated financial statements of the company as of and for the year ended March 31st, 2016. Wehave audited the financial controls over financial reporting of Gokul Agro Resources Limited (hereinafter referred to as “the HoldingCompany”) and its subsidiary company incorporated outside India.

Management’s Responsibility for Internal Financial Controls

The Respective Board of Directors of the Holding Company and its subsidiary company are responsible for establishing and maintaininginternal financial controls based on the internal control over financial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenanceof adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business,including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracyand completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. Weconducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “GuidanceNote”) and the Standards on Auditing, issued by the ICAI and deemed to be prescribed under section 143(10) of the Act, to the extentapplicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI.Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and ifsuch controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system overfinancial reporting and their operating effectiveness.

Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls overfinancial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness ofinternal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of therisks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’sinternal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accountingprinciples. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to themaintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of thecompany; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only inaccordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding preventionor timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on thefinancial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or impropermanagement override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of anyevaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with thepolicies or procedures may deteriorate.


AGRO RESOURCES LTD.

Opinion

In our opinion, the Holding Company and its subsidiary company which is incorporated outside India, in all material respects, an adequateinternal financial controls system over financial reporting and such internal financial controls over financial reporting were operatingeffectively as at 31st March, 2016, based on the internal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India.

Other Matters

Our aforesaid reports under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls overfinancial reporting in so far as it relates to a subsidiary company, which is company incorporated outside India, is based on the correspondingreports of the auditors of such company incorporated outside India.




AGRO RESOURCES LTD.

Consolidated Balance Sheet as at 31st March, 2016(`̀̀̀̀ in Lacs)

Particulars Note As at the end ofNo. 31st March, 2016

I. EQUITY AND LIABILITIES

1 Shareholders’ funds(a) Share capital 3 2,637.90(b) Reserves and surplus 4 15,997.68

2 Non-current liabilities(a) Long-term borrowings 5 2,621.17(b) Deferred tax liabilities (Net) 6 302.47(c) Long-term provisions 7 42.38

3 Current liabilities(a) Short-term borrowings 8 19,886.79(b) Trade payables 9 83,135.45(c) Other current liabilities 10 1,624.68(d) Short-term provisions 11 531.71

TOTAL 126,780.23

II. ASSETS

1 Non-current assets(a) Fixed assets

(i) Tangible assets 12 13,486.12(ii) Intangible assets 30.37(iii) Capital work-in-progress 3,306.97

(b) Long-term loans and advances 13 590.73

2 Current assets -(a) Current investments 14 2,525.14(b) Inventories 15 36,957.95(c) Trade receivables 16 29,421.99(d) Cash and bank balances 17 24,841.57(e) Short-term loans and advances 18 14,943.69(f) Other current assets 19 675.68

TOTAL 126,780.23












AGRO RESOURCES LTD.

Consolidated Statement of Profit and Loss for the Period ended 31st March, 2016(`̀̀̀̀ in Lacs)

Particulars Note As at the end ofNo. 31st March, 2016

I. Revenue From Operations 20 363,487.00

II. Other Income 21 2,605.64

III. Total Revenue 366,092.63

IV. Expenses:

Cost Of Materials Consumed 22 247,248.82

Purchases Of Stock-In-Trade 23 96,459.87

Changes In Inventories Of Finished Goods Work-In-Progress And Stock-In-Trade 24 (1,165.31)

Employee Benefits Expense 25 1,698.41

Finance Cost 26 4,894.52

Depreciation And Amortization Expense 12 1,521.50

Other Expenses 27 13,969.01

Total Expenses 364,626.83

V. Profit/(Loss) Before Tax 1,465.80

VI. Tax Expense:

(1) Current Tax (Mat) 416.03

(2) Deferred Tax Liability/(Assets) 524.95

(3) Excess/(Short) Provision Of Earlier Years 50.27

(4) MAT Credit Entitlement (466.03)

VII. Profit/ (Loss) For The Period 940.58

VIII. Earnings per Equity Share: (Face Value ` 2 Per Share)

(1) Basic In Rupees 0.71

(2) Diluted In Rupees 0.71












AGRO RESOURCES LTD.

Consolidated Cash Flow Statement for the year ended on 31St March, 2016(`̀̀̀̀ in Lacs)

Particulars For the Period ended31st March, 2016

A. Cash Flow From Operating Activities

Net Profit Before Taxation And Extraordinary Items 1,459.36

Adjustment For :-

Depreciation 1,521.50

Loss/(Profit) On Sale Of Fixed Assets-Net (0.63)

Interest Income (2,664.17)

Interest Paid 2,733.66

Gain On Sale Of Mutual Fund (58.13)

Provision For Retirement Benefits 42.38

Provision For Doubtful Debts 0.55

Provision for Foreign Currency Translation Reserve (69.78)

Total 1,505.38

Operating Profit ( Loss) Before Working Capital Changes 2,964.74

Adjustment For :-

(Increase)/ Decrease In Trade Receivables 2,506.33

(Increase)/ Decrease In Loans & Advances & Other Current Assets (3,477.84)

(Increase)/ Decrease In Other Bank Balances (9,980.06)

(Increase)/ Decrease In Inventories (5,408.59)

Increase/ (Decrease) In Trade Payables & Others 27,050.94

Cash Generated From Operations 13,655.52

Direct Tax Paid (357.42)

Cash Flow Before Extraordinary Items 13,298.11

Extraordinary Items

Net Cash From Operating Activities Total 13,298.11

B. Net Cash Flow From Investment Activities

Purchase Of Fixed Assets (3,596.21)

(Purchase)/Disposal Of Current Investment 679.86

Proceeds From Sale Of Fixed Assets 3.01

Interest Received 2,219.60

Gain On Sale Of Mutual Fund 58.13

Loans To Others Corporate 1,091.62

Loan To Subsidiary /Associates (1,902.69)

Net Cash From Investment Activities (1,446.69)


AGRO RESOURCES LTD.

Consolidated Cash Flow Statement for the year ended on 31St March, 2016(`̀̀̀̀ in Lacs)

Particulars For the Period ended31st March, 2016

C. Cash Flows From Financing Activities

Interest Paid (2,520.00)

Proceeds from Term Loan 163.75

(Repayment) of Long term Loans (5.80)

(Repayment)/Acquisition of Short term borrowings (2,580.17)

Net Cash From Financial Activities (4,942.21)

Net Increase /(-) Decrease In Cash And Cash Equivalents 6,909.20

Opening Balance In Cash And Cash Equivalents 7,950.06


Reconciliation of cash and cash equivalent with Balance sheet

cash and cash equivalent as per Balance sheet 24,841.57

Less: Fixed Deposites Having Maturity of More than Three Months not 9,982.31considered as cash and cash equivalent


As Per Our Report Of Even Date

Notes On Cash Flow Statement:

1 The Above Statement Has Been Prepared Following The “Indirect Method” As Set Out In Accounting Standard 3 On Cash FlowStatement Issued By The Institute Of Chartered Accountants Of India.

2 Cash And Cash Equivalents consists of Cash on hand, balances with Bank, Fixed Deposits having maturity of less than Three months(Refer Note No. 17)











AGRO RESOURCES LTD.

Note: -1: Significant Accounting Policies to the Consolidated Financial Statements

(A) Basis of Accounting:

“The consolidated financial statements (“consolidated financial statements”) have been prepared to comply in all material respectswith the accounting standards notified by the Companies (Accounting Standards) Rules, 2006 read with Companies (AccountingStandards) Amendment Rules 2016, along with Rule 7 to the Companies (Accounts) Rules, 2014 in respect of Section 133 of theCompanies Act, 2013. The consolidated financial statements are prepared under the historical cost convention, on an accrual basis ofaccounting. The accounting policies applied are consistent with those used in the previous year except as disclosed in note 33. Theconsolidated financial statements comprise the financial statements of Gokul Agro Resources Limited (the “Company”) and its whollyowned subsidiary, Maurigo Pte Ltd. (collectively referred as the “Group”).

All the assets and liabilities have been classified as current or noncurrent, wherever applicable as per the operating cycle of theCompany as per the guidance as set out in the Schedule III to the Companies Act, 2013. “

(B) Basis of Consolidation:

The Consolidated Financial Statements [CFS] relate to Gokul Agro Resources Ltd. (The Parent) and its wholly owned subsidiary, MaurigoPte Limited, Singapore. The CFS has been prepared on the following basis:

1. The Financial statement of the parent company and its subsidiary has been consolidated on line by line basis by adding togetherthe book values of like items of assets, liabilities, income and expenses after eliminating material intra-group balances and intra-group transactions resulting in unrealized profits or losses in accordance with AS-21.

2. As far as possible the consolidated financial statements are prepared using uniform accounting policies for like transactions andother event in similar circumstances and are presented in the same manner as the company’s separate financial statements.

3. The operations of the foreign subsidiary, Maurigo Pte Ltd is classified as non-integral foreign operation using the criteria specifiedin AS-11 “The effect of changes in Foreign Exchange Rates” issued by The Institute of Chartered Accountant of India.

4. In case of non-integral foreign operations, the financial statements are converted as under.

(a) All monetary and non-monetary items are converted using closing exchange rate.

(b) All revenues and expenses using yearly average exchange rates prevailing during the year.

(c) All Exchange differences arising on conversion/consolidations are recognized in the Foreign Currency Translation Reserve.

5. The CFS is prepared after fully eliminating intra group balance, intra group transaction and unrealized profit from the intra grouptransaction.

(A) Accounting Policies and notes on Accounts of the financial statements of the parent Company and its subsidiary are set outin their respective financial statements. However, the company has disclosed such notes and details which represent theneeded disclosure to serve as a guide for the better understanding of the Group’s position.

Note: - 2: Contingent Liabilities

Particulars As at 31st March, 2016(` in Lacs)

LC Opened but goods not received 6,017.23

Guarantee Given to Banks 184.55

Corporate Guarantee Given 653.52

Disputed Statutory Dues 1,031.69

Export Obligation (EPCG Scheme - Duty Amount) 346.40


AGRO RESOURCES LTD.

Note-3 : Share Capital (`̀̀̀̀ in Lacs)

Particulars As at the end of31st March, 2016

Number `̀̀̀̀ in Lacs

Authorised

Equity Shares of Rs 2 each 175,000,000 3,500.00

Issued

Equity Shares of Rs 2 each 131,895,000 2,637.90

Subscribed & Paid up

Equity Shares of Rs 2 each fully paid 131,895,000 2,637.90

(A) Reconciliation of Number of shares outstanding and the amount of share capital


Number `̀̀̀̀ in Lacs

Shares outstanding at the beginning of the year 50,000 5.00

Less: Shares cancelled as per the scheme of arrangement 50,000 5.00

Add: Shares issued as per scheme of arrangement 131,895,000 2,637.90

Shares Issued during the year - -

Shares bought back during the year - -

Shares outstanding at the end of the year 131,895,000 2,637.90

(B) Shareholders holding more than 5% equity share capital in the company

Name of Shareholder As at 31 March, 2016No. of % of Share

Shares held Holding

Balvantsinh Chandansinh Rajput 21,074,515 15.98

Kanubhai Jivatram Thakkar 20,858,788 15.81

Bhikhiben Balvantsinh Rajput 18,952,500 14.36

Manjulaben Kanubhai Thakkar 18,465,000 13.99

Profitline Securities Private Limited 9,187,500 6.97

Shantiniketan Financial Services Private Limited 7,875,000 5.97


AGRO RESOURCES LTD.

Note-4 : Reserves And Surplus (`̀̀̀̀ in Lacs)


Capital ReservesOpening Balance-(+) Current Year Transfer as per Scheme of Arrangement 12,737.90(-) Written Back in Current Year -

Closing Balance 12,737.90

Securities Premium AccountOpening Balance 15,375.80Add : Securities premium as per Scheme of Arrangement -Less : Premium Utilised as per Scheme of Arrangement 15,375.80

Closing Balance -

Foreign Currency Translation ReserveOpening Balance 319.70Movement during the year 69.78

Closing Balance 389.48

SurplusOpening balance 1,929.70(+) Net Profit/(Net Loss) For the current year 940.58

Closing Balance 2,870.28

Total 15,997.66

Note-5 : Long Term Borrowings (`̀̀̀̀ in Lacs)


Secured LoanTerm LoansFrom Banks 121.17Unsecured LoansFrom Directors / Holding Company 2,500.00

Total 2,621.17

Secured Loan

Bank Name TERMS OF REPAYMENT SANCTIONED (` IN Lacs.) ROI Securities Offered

HDFC Bank Ltd. 47 EMI of ` 4,18,875/- Each 163.75 9.54% The said term loans are secured againstHypothecation of respective vehicles.

Note: Unsecured Loans from the Director is to be retained till continuity of loans from consortium banks.

Note-6 : Deferred Tax (Liability)/Assets (`̀̀̀̀ in Lacs)


Deferred Tax LiabilitiesDepreciation 1,542.21

Deferred Tax AssetsRetirement Benefits 20.59Business Loss & Unabsorbed Depreciation 1,189.45Provision For Doubtful Debts 29.70

Total (302.47)


AGRO RESOURCES LTD.

Note-7 : Long Term Provisions (`̀̀̀̀ in Lacs)


Provision For Employee BenefitsProvision for Gratuity (Funded) 7.73Provision for Leave Encashment (Unfunded) 34.65

Total 42.38

Note-8 : Short Term Borrowings (`̀̀̀̀ in Lacs)


SecuredLoans repayable on demandCash credit/Overdraft/Export Packing Credit 19,886.79

Total 19,886.79

Company does not have any default as on the balance sheet date in the repayment of any loan and interest.The rate of interest for cash credit /overdraft and packing credit is in the range of 10.00 % to 13.50 % P.A.Cash credit/ Overdraft and Packing Credit loans from banks are secured by hypothecation of current assets of the company on pari passubasis and collaterally secured by way of first charge/ residual charge on all the fixed assets of the company and personal guarantee ofMr.Kanubhai J. Thakkar, Mr.Balwantsinh C. Rajput and Mr.Jayesh K.Thakkar. Further Promoters have pledged 1.50 Cr. Shares of GARL ascollateral security.

Note-9 : Trade Payables (`̀̀̀̀ in Lacs)


Due To Micro, Small And Medium EnterprisesOthers 83,135.45

Total 83,135.45

The disclosures as required to be made relating to Micro ,Small, and Medium enterprises under the Micro ,small and Medium enterprisesdevelopment Act 2006 (MSMED) are not furnished in the view of non availability of information with the company from such enterprises.

Note-10 : Other Current Liabilities (`̀̀̀̀ in Lacs)


Current Maturities Of Long-Term Debt 36.78Duties And Taxes 909.65Staff And Other Dues 15.10Creditors For Capital Items 58.08Advance From Customers 590.89Other Liabilities 14.17

Total 1,624.68


AGRO RESOURCES LTD.

Note-11 : Short Term Provisions (`̀̀̀̀ in Lacs)


Employee Benefits 24.84Provision For Expenses 90.84Provision for Taxation 416.03

Total 531.71

Note-12 : Fixed Assets (`̀̀̀̀ in Lacs)

Gross Block Accumulated Depreciation Net BlockBalance Additions Deduction Other Balance Balance Depre- On Other Balance Balance Balance

Particulars as at adjust- as at as at ciation disposals adjust- as at as at as at1st April ment 31st March 1st April charge for ment 31st March 31st March 31st March

2015 2016 2015 the year 2016 2016 2015

A Tangible AssetsFreehold Land 250.13 0.25 - - 250.38 - - - - - 250.38 250.13Leasehold Land 355.00 - - - 355.00 16.02 11.35 - - 27.37 327.64 338.99Buildings 4,217.94 119.93 - - 4,337.87 913.88 122.25 - 1,036.12 3,301.74 3,304.06Plant And Equipment 20,713.80 419.31 60.45 21,193.56 10,697.40 1,301.36 50.70 12,049.46 9,144.10 10,016.40Furniture And Fixtures 138.94 18.76 - - 157.70 76.53 9.63 - 86.16 71.54 62.41Office Equipment 101.48 34.86 - (60.45) 75.89 67.63 7.14 (50.70) 24.07 51.82 33.85Computers 144.38 19.10 - - 163.48 75.92 27.12 - 103.04 60.44 68.46Vehicles 240.08 162.68 13.90 - 388.85 93.37 28.56 11.53 - 110.40 278.45 146.71

Total - A 26,161.76 774.88 13.90 - 26,922.73 11,940.74 1,507.41 11.53 - 13,436.62 13,486.12 14,221.02

B Intangible AssetsBrands /Trademarks 0.32 1.24 - 1.56 0.01 0.02 0.03 1.53 0.31Computer Software 112.92 1.92 - - 114.84 75.83 10.18 86.01 28.84 37.10

Total - B 113.24 3.16 - - 116.40 75.84 10.20 - - 86.03 30.37 37.41

C Capital Work In Progress 488.80 3,600.84 (782.66) 3,306.97 - - 3,306.97 488.80

Total - C 488.80 3,600.84 (782.66) - 3,306.97 - - - - - 3,306.97 488.80

Previous Year Depre - Shown 3.89as Pre-operative Exps Last year

Total - A+B+C 26,763.80 4,378.88 (768.76) - 30,346.11 12,016.57 1,521.50 11.53 - 13,522.65 16,823.46 14,747.23

Previous Year Figures 26,246.75 496.08 (3.59) (1.42) 26,737.83 (12,027.19) 40.72 0.59 (0.84) (11,986.71) 14,747.23 14,219.56

Note : As on the balance sheet date immovable properties of the company are held in the name of Gokul Refoils and Solvent Ltd, which arein the process of transfer in the name of Company as per the Scheme of Arrangement approved by Hon’ble Gujarat Highcourt.

Note-13 : Long Term Loans and Advances (`̀̀̀̀ in Lacs)


Unsecured, Considered GoodCapital Advances 223.97Security Deposits 366.76

Total 590.73


AGRO RESOURCES LTD.

Note-14 : Current Investment (`̀̀̀̀ in Lacs)


Investment in Equity instruments (Refer Note No: 29) 11.96Investments In Partnership Firm 2,513.18

Total 2,525.14Aggregate amount of quoted investments at cost (Market value of ` 10,11,800/- Previous Year ‘Nil’) 11.96Aggregate Amount Of Unquoted Investments at cost 2,513.18

Details of the Current Investments

Name of the Body Corporate Subsidiary / Associate No. of Shares / Quoted / Partly Paid/ Extent of Amount/ JV / Controlled Units Unquoted Fully paid Holding (%) (` in Lacs)Entity / Others 2015-16 2015-16 2015-16

Investment in Equity Instruments

Godfrey Phillips India Limited Others 600 Quoted Fully Paid - 8.21

Gujarat State Fertilizers & Chemicals Limited Others 4,000 Quoted Fully Paid - 3.28

TV18 Broadcast Ltd Others 1,000 Quoted Fully Paid - 0.47

Shares of GARL transfer from GRSL as per Scheme Others - Unquoted Fully Paid - -

Investments in partnership firm

Investment in Gokul Overseas Others 1% Unquoted 1% 2,513.18

2,525.14

Constitution of Gokul Overseas

Name of the Partner Profit Share

Shri Balvantsinh Rajput 30.00%

Smt. Bhikhiben Balvantsinh Rajput 29.00%

Shri Dharmendra Balvantsinh Rajput 25.00%

M/s. Gokul Refoils & Solvents Ltd. 7.50%

M/s. Gokul Agri International Ltd. 7.50%

M/s. Gokul Agro Resources Ltd. 1.00%

Total 100.00%

Note : Capital account balance of investment in Gokul Overseas is subject to reconciliation with the audited financial statement of GokulOverseas and also subject to company’s share in Profit or Loss of the firm.

Note-15 : Inventories (`̀̀̀̀ in Lacs)


Raw Materials (Includes Stock-in-transit worth `601,722,651/-) 14,257.96Work-In-Progress 11,124.46Finished Goods 9,869.46Stores And Spares (Including Chemical, Fuel & Packing ) 1,706.06

Total 36,957.94

Note : Inventories are valued at Cost or Market value which ever is less.


AGRO RESOURCES LTD.

Note-16 : Trade Receivables (`̀̀̀̀ in Lacs)


Trade Receivables Outstanding For A Period Exceeding Six Months From The Date They Are Due For PaymentUnsecured, Considered Good 6,110.65Less: Provision For Doubtful Debts (85.83)

Total 6,024.82

Trade Receivables Outstanding For A Period Less Than Six Months From The Date They Are Due For PaymentUnsecured, Considered Good 23,397.17

Total 23,397.17

Total 29,421.99

Note-17 : Cash And Bank Balances (`̀̀̀̀ in Lacs)


Cash And Cash EquivalentBalances With Banks In Current A/C 4,133.84Fixed Deposit (Having Maturity Less Than Three Months) 10,700.00Cash On Hand 25.43

Total 14,859.27

Other Bank BalancesFixed Deposit (Having Maturity More Than Three Months) 9,982.31

Total 9,982.31

Total 24,841.57

Note-18 : Short Term Loans And Advance (`̀̀̀̀ in Lacs)


Unsecured, Considered GoodLoans And Advances To Related Parties 3,230.94Advance to Vendors 10,412.25Other Loans & Advnaces 133.01Prepaid Expenses 124.17Loan to Staff 23.56Inter Corporate deposits 64.40Security Deposits 7.84Balance with Govt. Authorities 947.52

Total 14,943.69

Loans and Advance in the nature of loans given to Subsidiaries and associates (`̀̀̀̀ in Lacs)


(A) Gokul Refoils & Solvent Limited (Maximum Balance O/S During The Year ` 10,110.89/- Lacs) 1,746.41(B) Loans And Advances Include Amounts Due From Associates Concern. Gujarat Gokul Power Ltd 1,484.53

(Maximum Balance O/S During The Year ` 1484.52/- Lacs)(P.Y 2607.83/- Lacs )

Total 3,230.93


AGRO RESOURCES LTD.

Note-19 : Other Current Assets (`̀̀̀̀ in Lacs)


Claim Receivable 149.90Accrued Interest receivable 323.30Export Incentive receivables 179.73Income Receivable 22.75

Total 675.68

Note-20 : Revenue From Operations (`̀̀̀̀ in Lacs)


Sale of products with excise duty 362,335.57Other operating revenues 2,276.55Less: Excise duty 1,125.12

Total 363,487.00

Note: Operating revenue includes contract settlement gain/(Loss), profit on exchanges and export incentive.

Breakup of sales (`̀̀̀̀ in Lacs)

Commodity As at the end of31st March, 2016

Edible Oils/Non Edible Oils & By Product 339,983.08Vanaspati 11,506.60De Oiled Cake/Oil Cake 9,720.77

Total 361,210.45

Note-21 : Other Income (`̀̀̀̀ in Lacs)


Interest IncomeInterest On Bank Fixed Deposits 909.53Interest From Others 1,627.52Net Gain/Loss On Sale Of InvestmentsGain/Loss From Mutaul Funds Sales 58.13Other Non-Operating IncomeProfit on Sale of Asset 0.93Rent Income 9.53

Total 2,605.64


AGRO RESOURCES LTD.

Note-22 : Cost of Material Consumed (`̀̀̀̀ in Lacs)


Opening Stock Of Raw Material 10,445.67Purchase 226,256.95Closing Stock Of Raw Material 14,257.96

Total 222,444.66

Purchase Expenses 20,388.10

Total 20,388.10

Opening Stock Of Other Material 983.01Purchase 4,848.81Closing Stock Of Other Material 1,415.76

Total 4,416.06

Total 247,248.82

Break up of Consumption of Raw Materials (`̀̀̀̀ in Lacs)

Commodity As at the end of31st March, 2016

Crude Oils 142,915.98Oil Seeds 79,528.68

Total 222,444.66

Note-23 : Purchase Of Stock In Trade (`̀̀̀̀ in Lacs)


Purchase Of Traded Goods 96,459.87

Total 96,459.87

Note-24 : Change In Inventories Of Finished Goods And Work In Progress (`̀̀̀̀ in Lacs)


Opening Stock Of Finished Goods 7,559.37Closing Stock Of Finished Goods 9,869.46Change In Inventories Of Finished Goods (2,310.09)Opening Stock Of Work In Progress 12,269.24Closing Stock Of Work In Progress 11,124.46Change In Inventories Of Work In Progress 1,144.78

Total (1,165.31)

Note-25 : Employee Benefit Expenses (`̀̀̀̀ in Lacs)


Salary, wages and Bonus 1,599.75Contribution to PF and Other Funds 76.90Staff welfare expenses 21.75

Total 1,698.41

The company has recognised as an expenses in profit and loss account in respect of defined contribution plan `52.44 Lacs (Previous YearRs 11.33 Lacs) administrated by government.


AGRO RESOURCES LTD.

Defined benefit plan and long term employment benefit

Defined Benefit Plan (Gratuity)

The company has a defined benefit gratuity plan .every employee who has completed five years and more service gets a gratuity on deathor resignation or retirement at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with insurancecompany in the form of qualifying insurance policy

Long Term Employment Benefit (Leave Wages)

Leave wages are payable to all eligible employees at the rate of daily salary for each day of accumulated leave on death or resignation orupon retirement on attaining superannuation age.

(` in Lacs)



A. Change in the present value of the defined benefit obligation.

Opening defined benefit obligation 28.49 56.57Interest cost 2.25 4.47Current service cost 12.14 18.08Benefits paid (6.38) -Actuarial (gain) / losses on obligation (1.84) 2.05Closing defined obligation 34.65 81.17

B. Change in the fair value of plan asset

Opening fair value of plan assets - -Adjustment in the opening fund - -Expenses deducted from the fund - -Expected return on plan assets - -Contributions by employer - 73.31Benefits paid - -Actuarial gains/ (losses) - 0.13Closing fair value of plan assets - 73.44

C. Actual return on plan assets:

Expected return on plan assets - -Actuarial gain / [loss] on plan assets - 0.13Actual return on plan asset - 0.13

D. Amount recognized in the balance sheet:

(Assets) / Liability at the end of the year 34.65 81.17Fair value of plan Assets at the end of the year - (73.44)Difference 34.65 7.73Unrecognized past Service cost - -(Assets)/ Liability recognized in the Balance Sheet 34.65 7.73

E. (income)/expenses recognized in P/L statement

Interest cost on benefit obligation 2.25 4.47Net actuarial (gain)/ loss in the period (1.84) 1.92Net Benefit or expenses 12.14 18.08Opening net liability 28.49 56.57Expenses as above [P&L charge] 12.54 24.46Employer’s contribution (6.38) (73.31)(Assets)/Liability recognized in the Balance Sheet 34.65 0.77


AGRO RESOURCES LTD.

(` in Lacs)



F. Principal actuarial assumptions as at Balance sheet date: (Non-funded)Discount rate 7.96% 7.96%[The rate of discount is considered based on market yield on Government Bondshaving currency and terms consistence with the currency and terms of the postemployment benefit obligations]Expected rate of return on the plan assets 0.00% 9.00%[The expected rate of return assumed by the insurance company is generally basedon their Investment patterns as stipulated by the Government of India]Annual increase in salary cost 7.00% 7.00%[The estimates of future salary increases considered in actuarial valuation, take accountof Inflation, seniority, promotion and other relevant factors such as supply and demandin the employment market]

G. The categories of plan assets as a % of total plan assets areInsurance Company 0.00% 100.00%

Note-26 : Finance Cost (`̀̀̀̀ in Lacs)


Interest on Borrowings 2,733.66Other borrowing costs 1,765.73Applicable net gain/loss on foreign currency transactions and translation 395.14

Total 4,894.52

Note-27 : Other Expenses (`̀̀̀̀ in Lacs)


Auditors Remuneration 45.23Brokerage 526.19Consumption Of Stores, Spares & Tools 395.67Contract Settlement 520.28Direct Labour Expenses 563.29Directors Remuneration 67.47Director’s Sitting Fees 1.93Discount And Other Deductions 41.29Donation 28.89Exchange Differences-Net Loss In Foreign Currency Transactions And Translations 1,925.75Export Sales And Advertisements Expenses 1,957.51Freight Outwards 3,084.60Insurance 202.72Other Expenses 554.18Other Manufacturing Expenses 6.85Power And Fuel 3,565.61Provision For Bad And Doubtful Debts 0.55Rates And Taxes 9.62Rent 48.39Repairs And Maintainance Building 25.60Repairs And Maintainance Others 31.91Repairs And Maintainance Plant & Machinery 186.12Sales Tax Service Tax, And Other Taxes 75.21Traveling 104.16

Total 13,969.01


AGRO RESOURCES LTD.

Note: - 28:

Previous year’s compiled figures have been regrouped, reclassified and rearranged wherever necessary for proper presentation. Amountsand other disclosures for the preceding year are included as an integral part of the current year financial statements and are to be read inrelation to the amounts and other disclosures relating to current year. Figures have been rounded off to nearest of rupee in Lacs. Previousyear figures have been stated to the extent applicable and possible on account of the scheme of demerger as approved by the High Court.

Note: - 29:

Estimated amount of contracts remaining to be executed on capital account and not provided (net of advances) ` 1050.36 Lacs.

Note: - 30:

Method of depreciation and amortization: In case of parent company, depreciation on tangible assets is systematically allocated over theuseful life of tangible assets as specified in part C of schedule II of the Companies Act, 2013. Intangible assets are amortized equally overfive years. Lease hold assets are amortized over the period of lease from date of start of commercial production.

In case of foreign subsidiary depreciation is calculated on straight line method so as to write off the cost of plant & equipment over theirestimated useful lives as follows

Years

1. Office equipment 1

2. Furniture and Electrical equipment 1

3. Renovation 3

Note: - 31: Related party Disclosure: - Disclosures as required by accounting standard 18 “Related Party Disclosures” are given below.

Key Management Personnel

Balvantsinh C. Rajput Chairman, Non-Executive Director

Kanubhai J. Thakkar Managing Director

Bipinkumar J. Thakkar Non-Executive Director

Piyushchandra R. Vyas Independent Director

Karansinhji D. Mahida Independent Director

Dipooba H. Devada Independent Director

Hiteshkumar T. Thakkar Chief Executive Officer

Mahesh K. Agrawal Group Chief Finance Officer

Manish P. Kella Chief Finance Officer

Chinar R. Jethwani Company Secretary & Compliance Officer

Relatives of Key Management Personnel

Manjulaben K. Thakkar Spouse of Managing Director

Jayeshkumar K. Thakkar Son of Managing Director

Vinita J. Thakkar Daughter-in-law of Managing Director

Dipakkumar K. Thakkar Son of Managing Director

Himanshi D. Thakkar Daughter-in-law of Managing Director

Bhavnaben K. Thakkar Daughter of Managing Director

Dipakkumar T. Harwani Son-in-law of Managing Director

Harsha H. Thakkar Spouse of CEO

Subsidiary Company

Maurigo Pte Ltd.

Entities on which one or more Key Managerial Personnel (“KMP”) have a significant influence/ control

Shantiniketan Financial Services Pvt. Ltd. Gokul Refoils & Solvents Ltd.

Gokul Agri International Ltd. Professional Commodity Services Pvt. Ltd.

Gujarat Gokul Power Ltd. Gokul Infracon Pvt. Ltd.

Unisafe Insurance Brokers Pvt. Ltd. Maurigo International Ltd.

Gokul Refoils Pte. Ltd. Profitline Securities Pvt. Ltd.

Gokul Overseas Gokul Foundation

Shree Bahuchar Jan Seva Trust


AGRO RESOURCES LTD.

Transactions with related parties. (` In Lacs)

Sr. No. Nature of Transaction Key Relative Entities in which one or moreManagement of KMP Key Managerial Personnel (“KMP”)

Personnel have a significant influence/ control31-03-16 31-03-16 31-03-16

1 Sales - - 680.05

2 Purchases - - 5,265.38

3 Director Remuneration, Salary and bonus 134.54 90.60 -

4 Director Sitting Fees 1.45 - -

5 Donation - - 22.00

6 Interest Earned 0.75 - 1,006.72

7 Loans/advances given (Net) 15.00 - -

8 Rent Paid 5.94 7.19

9 Balance Outstanding

A. Unsecured Loan/Balances Given 15.00 - 3,230.94

B. Payables - 0.59 -

C. Loan from Director 2,500.00 - -

Note: - 32: Earnings per share (` in Lacs)


Profit/Loss for the period attributable to Equity Shareholders 940.59

No. of Weighted Average Equity shares outstanding during the year 131,895,000

Nominal Value of Share (In `) 2.00

Basic and Diluted Earnings per Share (In `) 0.71

The Company does not have any outstanding dilutive potential equity shares. Consequently, the basic and dilutive earning per share of theCompany remain the same.Note: - 33: Segment ReportingBased on the guiding principles given in Accounting Standard on “Segment Reporting (AS-17)” issued by the Institute of Chartered Accountantof India, the management reviewed and classified its primary business segment as “Agro based commodities” which incorporates productgroups viz. Soybean, Palmolive, cotton seed oil, sun flower oil, castor oil, oil cakes, de-oiled cakes, Vanaspati, oil seeds, it’s by products andother agro-commodities which have similar production process, similar methods of distribution and have similar risks and returns. This inthe context of AS 17 “Segment Reporting” notified under the Companies (Accounting Standard) Rules, 2006 constitutes one single primarysegment.Signature to Schedules 1 to 33











AGRO RESOURCES LTD.

GOKUL AGRO RESOURCES LIMITEDCIN: U15142GJ2014PLC080010Registered Office: B-402, Shapath Hexa, Nr. Ganesh Meridian, Opp. Gujarat High Court, Sola, Ahmedabad - 380060.Phone: 91 79 67123500; 91 79 67123501; Fax: 91 79 67123502Email: [email protected] Website: www.gokulagro.com

ATTENDANCE SLIP

Full name of the member attending

Full name of the joint-holder(To be filled in if first named Joint-holder does not attend meeting)

Name of Proxy

(To be filled in if Proxy Form has been duly deposited with the Company)

I hereby record my presence at the 2nd Annual General Meeting held at Hotel Eulogia Inn, Behind Silver Gardenia Apartments, Opp. SafalVivan Bungalow, Near Gota Bridge, S.G. Highway, Ahmedabad – 382481 on Friday, September 16, 2016 at 10.00 AM.

Folio No. DP ID No.* Client ID No.*

*Applicable for members holding shares in electronic form.

No. of Share(s) held Member’s / Proxy’s Signature

GOKUL AGRO RESOURCES LIMITEDCIN: U15142GJ2014PLC080010Registered Office: B-402, Shapath Hexa, Nr. Ganesh Meridian, Opp. Gujarat High Court, Sola, Ahmedabad - 380060.Phone: 91 79 67123500; 91 79 67123501; Fax: 91 79 67123502Email: [email protected] Website: www.gokulagro.com

Form No. MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies(Management and Administration) Rule, 2014]

CIN : U15142GJ2014PLC080010Name of the Company : GOKUL AGRO RESOURCES LIMITEDRegistered Office : B-402, Shapath Hexa,Nr. Ganesh Meridian, Opp. Gujarat High Court, Sola, Ahmedabad- 380060

Name of the member(s) :

Registered address :

E-mail Id :

Folio No. / Client Id : DP ID:

I/We, being the member (s) of shares of the above named company, hereby appoint

1. Name Address

E-mail Id Signature Or failing him

2. Name Address

E-mail Id Signature Or failing him

3. Name Address

E-mail Id Signature

as my /our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 2nd Annual General Meeting of the Company to be heldon Friday, September 16, 2016 at Hotel Eulogia Inn, Behind Silver Gardenia Apartments, Opp. Safal Vivan Bungalow, Near Gota Bridge, S.G.Highway, Ahmedabad – 382481 at 10.00 AM and at any adjournment thereof in respect of such resolutions as are indicated below:

[P.T.O.]


AGRO RESOURCES LTD.

Ordinary Business:1. Adoption of Audited Financial Statements (including audited consolidated financial statements) for the year ended March 31, 20162. Appointment of a Director in place of Mr. Kanubhai Thakkar (DIN 00315616), who retires by rotation and being eligible offers himself

for re-appointment3. Ratification for Appointment of Auditors M/s Surana Maloo & Co., Chartered Accountants, Ahmedabad as Statutory Auditors of the

CompanySpecial Business:4. Appointment of Mr. Jayesh Thakkar (DIN 03050068) as a Jt. Managing Director5. Appointment of Mr. Ashutosh Bhambhani (DIN 07163125) as Whole-time Director6. Appointment of Mr. Keyoor Bakshi (DIN 00133588) as an Independent Director7. Appointment of Mr. Mangharam Kotak (DIN 07529998) as an Independent Director8. Appointment of Ms. Pooja Yadav (DIN 07511176) as an Independent Director9. Ratification of Appointment and Remuneration of Cost Auditor

Signed this day of 2016

Signature of Shareholder Signature of Proxy holder

NOTES:1. This form of Proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not

less than 48 hours before the commencement of the Meeting.

Affix` 1

RevenueStamp

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